Common use of Closing Deliveries Clause in Contracts

Closing Deliveries. At Closing the parties will deliver or cause to be delivered the following in form and substance reasonably satisfactory to the other parties: (a) ACS2 will deliver to the LLC stock certificates evidencing all Advanced Stock, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders. (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of Closing; (ii) Incumbency Certificates certifying the identity of the officers of the delivering party and its subsidiaries; and (iii) Charters or Operating Agreements, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.

Closing Deliveries. (a) At Closing the parties will Closing, the Sellers shall deliver or cause a Company Entity to be delivered the following in form and substance reasonably satisfactory deliver, as applicable, to the other partiesPurchaser: (ai) ACS2 will deliver The Escrow Agreement executed between the Escrow Agent, the Sellers and Purchaser on terms that are mutually acceptable to the LLC stock certificates evidencing all Advanced Stockparties; (ii) Copies of resolutions, certified by a duly endorsed by ACS2 or with stock powers attached; providedauthorized representative of the Company, however, that ACS2 will not be deemed in breach as to the authorization of this Agreement if it fails to obtain and all of the same from its shareholders.transactions contemplated hereby by the Company; (biii) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock An assignment of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue Membership Interests to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (Purchaser substantially in the form attached hereto as Exhibit 6.14(d).)B, duly executed by each Seller, and copies of resolutions or other documentation, certified by a duly authorized representative of the Company, as necessary to admit Purchaser as a member of the Company; (eiv) Advanced will deliver Certificates of existence or similar certificates in North Carolina and each other jurisdiction where any Company Entity is qualified to do business, dated not more than ten (10) Business Days prior to the cancellation agreements referenced Closing Date, certifying as to the good standing of each such Company Entity in such jurisdictions; (v) Copies reasonably acceptable to Purchaser of all consents, approvals and notices listed in Section 1.7; provided2.11(a)(v) of the Disclosure Schedule; (vi) A release from each of the Sellers in substantially the form attached hereto as Exhibit C, howeverduly executed in favor of the Company; (vii) Payoff letters (including lien releases) and/or invoices in a form reasonably satisfactory to Purchaser from each of the Persons to which any of the Closing Date Indebtedness listed in Section 2.11(a)(vii) of the Company Disclosure Schedule or any Company Transaction Expenses are payable by any member of the Company Group; (viii) Written resignations of each of the managers, directors and officers of the Company Entities; (ix) A certificate of non-foreign status that Advanced will not complies with Treasury Regulations Section 1.1445-2(b)(2) from each Seller; (x) An IRS Form W-9 duly executed by each of the Sellers; (xi) A subscription agreement duly executed by each of the Sellers that is mutually acceptable to the parties and reflects customary terms for like agreements, providing for the issuance of the Closing Date Equity Consideration to each Seller; (xii) All books and records of the Company Entities or relating to their businesses and operations; (xiii) Such other documents and instruments as may be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARsreasonably requested by Purchaser. (fb) Each party will At the Closing, Purchaser shall deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that Sellers: (i) each covenant The Escrow Agreement executed between the Escrow Agent, the Sellers and obligation of such party hereunder has been complied with, Purchaser on terms that are mutually acceptable to the parties; (ii) each representationA voting letter, warranty and covenant in the form agreed to by the Sellers, duly executed by the majority stockholder of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and Purchaser; (iii) each representation, warranty and covenant Payment of such party under the Merger Agreement is true and correct at the Closing as if made on Date Cash Payment and as of the Closing.Closing Date Equity Consideration, in accordance with Section 2.4; and (giv) Each party will deliver an opinion of its legal counsel, in form Such other documents and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation instruments as may be reasonably requested by the other parties, including without limitation: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of Closing; (ii) Incumbency Certificates certifying the identity of the officers of the delivering party and its subsidiaries; and (iii) Charters or Operating Agreements, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.Sellers

Closing Deliveries. At Closing the parties will deliver or cause to be delivered the following Purchaser shall have received, in form and substance reasonably satisfactory to Purchaser, such agreements, documents, instruments and certificates as shall be reasonably requested by Purchaser to consummate the other partiestransactions contemplated hereby to and convey to Purchaser all of the Shares as contemplated herein, including the following duly executed instruments: (a) ACS2 will deliver to all consents listed on Schedule 3.3, except for the LLC stock certificates evidencing all Advanced StockRegulatory Approvals, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders.any; (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock a good standing certificate for each Company Entity, dated within 5 days of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached.Closing Date; (c) Advanced, Dynamic Stock Certificates relating to the Shares and the LLC will each execute ADEXCOMM Shares and deliver Acceptance and Contribution Contracts, Unit Certificates relating to the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3.Units; (d) ACS2 and Dynamic will execute and deliver a Secretary’s Certificate of each Company Entity, certifying as to resolutions adopted by the Operating Agreement regarding their ownership interests in Board of Directors of such Company Entity approving the LLC, (in the form attached hereto as Exhibit 6.14(d).)transactions described herein; (e) Advanced will deliver an employment agreement between XxXxxxx and the cancellation agreements referenced in Section 1.7; providedCompany on terms satisfactory to Purchaser, howeverincluding, that Advanced will but not be deemed in breach of this Agreement if it fails to obtain limited to, the same from the individual holders of Advanced Warrants, Advanced Options following terms and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitationconditions: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of Closingone year from Closing Date term; (ii) Incumbency Certificates certifying the identity of the officers of the delivering party and its subsidiaries; and$225,000 in salary; (iii) Charters or Operating Agreements, as certified by the appropriate Secretary of State within ten 10% bonus tied to an increase in EBITDA over a threshold amount (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries.“XxXxxxx’x Employment Agreement”); (ivf) copies of all resolutions and/or unanimous written consent actions adopted by a payoff letter or on behalf of the board of directors andsimilar documentation, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to Purchaser, with respect to all Closing Payoff Debt, which letters (each a “Payoff Letter”) provide for the receiving partyfull satisfaction of all obligations related to the Closing Payoff Debt, and with respect to any secured Closing Payoff Debt, the release of all Liens relating to such Closing Payoff Debt, in each case following satisfaction of the terms contained in such Payoff Letters; together with executed UCC-2 or UCC-3 termination statements (or any other applicable termination statement) executed by each Person holding Closing Payoff Debt that provides for a security interest in any assets of a Company Entity; (g) a confidentiality agreement, in form reasonably acceptable to Purchaser, executed by ADEX Medical, ADEX Telecom, Inc. and ADEX LLC; and (h) a subordination agreement substantially in the form of Exhibit C executed by each Seller (the “Subordination Agreement”).

Closing Deliveries. At Closing the parties will Closing, in addition to the payment by Purchaser of the Estimated Purchase Price and the payment by the Company of the Share Redemption Cash Consideration, if any, in each case pursuant to Section 2.5, (a) Purchaser shall deliver or cause to be delivered the following in form and substance reasonably satisfactory to the other partiesdelivered: (a1) ACS2 will deliver to Seller, a certificate of the Secretary, Assistant Secretary or other duly authorized officer of Purchaser, dated the Closing Date, as to the LLC stock certificates resolutions duly and validly adopted by the Board of Directors of Purchaser evidencing all Advanced Stockits authorization of the execution, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach delivery and performance of this Agreement if it fails and the other Transaction Agreements to obtain which Purchaser is a party; (2) to Seller, the same from certificates referenced in Sections 6.4(a)(1) and (b)(1); and (3) to Seller and Life Reinsurer, counterparts of each of the Transaction Agreements (other than the Closing Date Reinsurance Agreements) to which Purchaser and/or its shareholdersAffiliates (other than the Company) is a party, duly executed by Purchaser and/or such Affiliates of Purchaser (other than the Company). (b) Dynamic will Seller shall deliver or cause to be delivered: (1) to Purchaser, a certificate or certificates evidencing all of the LLC Transferred Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer on the stock transfer books of the Company and with any requisite stock transfer Tax stamps properly affixed thereto; (2) to Purchaser, a certificate or certificates evidencing the outstanding capital stock cancellation of all of the Dynamic Subsidiaries Redeemed Shares; (3) to Purchaser and Life Reinsurer, a certificate of the Secretary, Assistant Secretary or other duly endorsed authorized officer of Seller, dated the Closing Date, as to the resolutions duly and validly adopted by Dynamic the Board of Directors of Seller evidencing its authorization of the execution, delivery and performance of this Agreement and the other Transaction Agreements to which Seller is a party; (4) to Purchaser and Life Reinsurer, a certificate of the Secretary, Assistant Secretary or other duly authorized officer of the Company or any Affiliate of Seller that is a party to any Transaction Agreement, dated the Closing Date, as to the resolutions duly and validly adopted by the Board of Directors of the Company or such Affiliate, as the case may be, evidencing its authorization of the execution, delivery and performance of this Agreement and the other Transaction Agreements to which the Company or such Affiliate, as the case may be, is a party; (5) to Purchaser, an affidavit in a form reasonably satisfactory to Purchaser, stating under penalties of perjury its U.S. taxpayer identification number and that it is not a foreign person within the meaning of Section 1445(b)(2) of the Code; (6) to Purchaser, copies of the resignations referenced in Section 6.3(a); (7) to Purchaser, the certificates referenced in Sections 6.2(a) and (b); (8) to Life Reinsurer, the certificates referenced in Sections 6.2(a) and (b); (9) to Purchaser, the Books and Records of the Company in accordance with stock powers attachedSection 5.20; (10) to Purchaser, the releases contemplated by Section 5.9(a); (11) to Purchaser, a copy of each Assigned Pre-Closing Confidentiality Agreement in accordance with Section 5.1(e); and (12) to Purchaser and Life Reinsurer, counterparts of each of the Transaction Agreements (other than the Closing Date Reinsurance Agreements) to which Seller and/or its Affiliates (including the Company) is a party, duly executed by Seller and/or such Affiliates (including the Company). (c) Advanced, Dynamic and the LLC will each execute and Life Reinsurer shall deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue or cause to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3.be delivered: (d1) ACS2 to Seller, a certificate of the Secretary, Assistant Secretary or other duly authorized officer of Life Reinsurer, dated the Closing Date, as to the resolutions duly and Dynamic will execute validly adopted by the Board of Directors of Life Reinsurer evidencing its authorization of the execution, delivery and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach performance of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties Transaction Agreements to which Life Reinsurer is or will be a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of Closing; (ii2) Incumbency Certificates certifying to Seller, the identity of the officers of the delivering party certificates referenced in Sections 6.4(a)(2) and its subsidiaries(b)(2); and (iii3) Charters or Operating Agreementsto Purchaser and Seller, as certified by the appropriate Secretary counterparts of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, each of the delivering party and its subsidiariesTransaction Agreements to which Life Reinsurer is or will be a party, duly executed by Life Reinsurer. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.

Closing Deliveries. At Closing the parties will deliver or cause to be delivered the following in form and substance reasonably satisfactory to the other partiesClosing: (a) ACS2 Buyer will deliver to the LLC stock certificates evidencing all Advanced StockPurchase Price together with any payments in respect of Indebtedness and/or Transaction Expenses by wire transfer in accordance with Section 1.2, duly endorsed by ACS2 or as allocated in accordance with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders.Section 1.2; (b) Dynamic Buyer’s deliveries in accordance with Section 1.2 above will deliver include deposit with Citibank, N.A. (the “Escrow Agent”), as agent to Buyer and the Sellers, the sum of $1,200,000.00 (the “Adjustment Escrow Amount”) into an escrow account designated by the Escrow Agent (the “Adjustment Escrow Account”),the sum of $450,000.00 (the “Indemnity Escrow Amount”) into an escrow account designated by the Escrow Agent (the “Indemnity Escrow Account”), and the Regulatory Permit Escrow Amount into an escrow account designated by the Escrow Agent (the “Regulatory Permit Escrow Account”), each to be governed by the terms of this Agreement and of an Escrow Agreement substantially in the form of Exhibit B (the “Escrow Agreement”). The Escrow Agreement shall provide that the Adjustment Escrow Amount will be used to satisfy the post-Closing adjustment to Estimated Cash Consideration, if any, pursuant to Section 1.3 (Working Capital Adjustment), the Indemnity Escrow Amount will be used to satisfy the Sellers’ obligations, if any, pursuant to ARTICLE 10 (Indemnification) and the Regulatory Permit Escrow Amount will be used to satisfy the Sellers’ obligations pursuant to Section 10.1(a)(vii). The Escrow Agreement shall also provide that on the Indemnity Release Date, the balance of the Indemnity Escrow Amount (less any amount subject to an unresolved claim under ARTICLE 10 (a “Pending Claim”)), and on the date that all Regulatory Permits have been approved or denied by Government Bodies (the “Regulatory Permit Release Date”), the balance of the Regulatory Permit Escrow Amount (less any amount subject to a Pending Claim) shall be released to the LLC stock certificates evidencing the outstanding capital stock Sellers’ Representative (on behalf of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached.Sellers) and that the Buyer and the Sellers’ Representative shall deliver a joint written authorization to the Escrow Agent to effect the same; (c) Advanced, Dynamic and the LLC Buyer will each execute and deliver Acceptance to the Sellers and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue Escrow Agent a counterpart to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3.the Escrow Agreement; (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitationThe Sellers will: (i) Certificates execute and deliver to Buyer an assignment with respect to the Purchased Stock and Rollover Interests, free and clear of Existence and/or "Good Standing" regarding all Liens, in the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of Closingform reasonably satisfactory to Buyer; (ii) Incumbency Certificates certifying not less than three (3) Business Days before the identity Closing, deliver to Buyer Exhibit A setting forth the Estimated Closing Statement (and the component parts thereof), together with a certificate executed by an authorized officer of each of the officers Company certifying as to the matters set forth therein in the form reasonably satisfactory to Buyer; (iii) not less than three (3) Business Days before the Closing, deliver the Payoff Letter, in the form reasonably satisfactory to Buyer, with respect to any Indebtedness which is to be repaid at Closing, with all consents and authority necessary to release and terminate any and all Liens on assets of the delivering party Company in favor of the lenders under such Indebtedness; (iv) not less than three (3) Business Days before the Closing, deliver final bills and its subsidiarieswire transaction instructions from each payee of any portion of the Transaction Expenses (other than for fifty percent (50%) of the R&W Insurance Premium); (v) execute and deliver to Buyer a properly executed certification in form and substance satisfactory to Buyer that the interests in the Company, including the Company Stock, are not “U.S. real property interests” in accordance with Treasury Regulations under Sections 897 and 1445 of the Code, together with authorization for Buyer, as agent for the Company, to deliver a copy of the certification, along with the appropriate notification, to the IRS on behalf of the Company, in accordance with the provisions of Section 1.897-2(h)(2) of the Treasury Regulations; (vi) execute and deliver to Buyer and the Escrow Agent a counterpart to the Escrow Agreement; (vii) deliver to Buyer evidence of the issuance of the D&O Tail Policy provided for in Section 6.3 below; (viii) written resignations, effective as of the Closing Date, of each officer of the Company and member of the Company’s Board of Directors who Buyer request to resign prior to Closing; and (iiiix) Charters or Operating Agreements, deliver a certificate of good standing for the Company issued as certified of a date not earlier than five (5) Business Days before the Closing by the appropriate Secretary of State within ten (10) business days of Closing, North Carolina and Bylaws, as certified by an appropriate officer as of Closing, of each jurisdiction in which the delivering party and its subsidiariesCompany is authorized to do business. (ive) copies Seller Xxxx will, not less than three (3) Business Days before the Closing, deliver the Payoff Letter, in the form reasonably satisfactory to Buyer, with respect to any Indebtedness which is to be repaid at Closing, with all consents and authority necessary to release and terminate any and all Liens on assets of all resolutions and/or unanimous written consent actions adopted by or on behalf HSW in favor of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving partylenders under such Indebtedness.

Closing Deliveries. At the Closing, each party shall make, execute, acknowledge and deliver the legal documents and other items (collectively, the “Closing Documents”) necessary to carry out the parties will deliver or cause to be delivered intention of this Agreement, which Closing Documents and other items shall include, without limitation, the following in form and substance reasonably satisfactory to the other partiesfollowing: (a) ACS2 will deliver to the LLC stock certificates evidencing all Advanced Stock, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this a Contribution and Assumption Agreement if it fails to obtain the same from its shareholders. (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (substantially in the form attached hereto as Exhibit 6.14(d).)C; (b) for the Contributor, a certificate from the Operating Partnership that effective at the Closing the books and records of the Operating Partnership will indicate that the Contributor is the holder of a number of Units equal to the Consideration; (c) an affidavit from the Contributor in the form of Exhibit D, stating, under penalty of perjury, the Contributor’s United States Taxpayer Identification Number and that the Contributor is not a foreign person pursuant to section 1445(b)(2) of the Code and a comparable affidavit satisfying Massachusetts’ and any other state’s withholding requirements, if any; (d) all title insurance policies, leases, lease files, letters of credit, contracts, stock certificates, original promissory notes held by Holdings or a Participating Entity and other indicia of ownership with respect to Holdings and each Participating Entity that are in the Contributor’s possession or that can be obtained through reasonable efforts in the Contributor’s capacity as indirect owner of any Participating Entity shall be delivered or made available to the Company; (e) Advanced will deliver a certificate from the cancellation agreements referenced in Section 1.7; provided, however, Contributor affirming that Advanced will not be deemed in breach of the representations and warranties made by the Contributor pursuant to this Agreement if it fails to obtain remain true and correct in all material respects as of the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs.Closing Date; (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing.Operating Partnership Agreement; (g) Each party will deliver an opinion of its legal counsel, a lockup agreement in the form and substance reasonably acceptable to the receiving party(ies).attached hereto as Exhibit L; (h) Each party shall deliver a Registration Rights Agreement substantially in the form attached hereto as Exhibit E; (i) a Voting Agreement substantially in the form attached hereto as Exhibit H; (j) A Purchase Option with respect to the Excluded Properties substantially in the form attached hereto as Exhibit J; together with reasonable evidence of authority in connection with the execution and delivery of such customary certificates Purchase Option; (k) if requested by the Company, certified copies of its officers all organizational documents for the Contributor, together with certified copies of all appropriate limited liability company actions authorizing the execution, delivery and such performance by the Contributor of this Agreement, any related documents and the Closing Documents; (l) evidence reasonably satisfactory to the Company that the lender of any borrowed money secured by a mortgage or deed of trust disclosed in the Title Reports, other customary closing documentation than those lenders whose loans are being repaid before or immediately after the Closing, has consented to the transaction as may be required by any loan document, deed of trust, mortgage or other evidence of indebtedness related to any Property; (m) any other documents reasonably requested by the other partiesCompany or the Operating Partnership to assign, including without limitation: (i) Certificates transfer, convey, contribute and deliver the Holdings Interests, free and clear of Existence and/or "Good Standing" regarding all Encumbrances, and effectuate the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of Closing; (ii) Incumbency Certificates certifying the identity of the officers of the delivering party and its subsidiariestransactions contemplated hereby; and (iiin) Charters all state and local transfer tax returns and any filings to be made in any applicable governmental jurisdiction in which the Company or the Operating Agreements, as certified by Partnership reasonably believes that it is required to file its organizational documentation or in which the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, recording of the delivering party Contribution and its subsidiariesAssumption Agreement is required. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.

Closing Deliveries. At Closing the Closing, the parties will shall deliver or cause to be delivered the following in form and substance reasonably satisfactory to the other partiesfollowing: (a) ACS2 will The Contributor shall deliver to the LLC stock certificates evidencing all Advanced StockCompany the following: (i) a copy of the Contribution and Assumption Agreement, duly endorsed executed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders.Contributor; (bii) Dynamic will deliver to an affidavit from the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (Contributor substantially in the form attached hereto as Exhibit 6.14(d).)F, duly executed by the Contributor; (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as a copy of the Closing.Registration Rights Agreement substantially in the form attached hereto as Exhibit G (the “Registration Rights Agreement”), duly executed by the Contributor; (giv) Each party will deliver an opinion a copy of its legal counselthe Stockholders Agreement substantially in the form attached hereto as Exhibit H (the “Stockholders Agreement”), in form and substance reasonably acceptable to duly executed by the receiving party(ies).Contributor; (hv) Each party shall deliver such customary certificates any other documents that are in the possession of its officers and such other customary closing documentation as may the Contributor or which can be obtained through the Contributor’s reasonable efforts which are reasonably requested by the other partiesCompany or reasonably necessary or desirable to assign, including without limitationtransfer, convey, contribute and deliver the Column Interest and effectuate the transactions contemplated hereby; and (vi) a certification regarding the accuracy in all material respects of the representations and warranties of the Contributor contained in this Agreement as of the Closing Date. (b) The Company shall deliver to the Contributor the following: (i) the Share Certificates or evidence of Existence delivery of uncertificated Common Shares by book-entry and/or "Good Standing" regarding other evidence of the delivering party and its subsidiaries, certified by transfer of Common Shares to the appropriate Secretary of State and dated within ten (10) business days of ClosingContributor; (ii) Incumbency Certificates certifying the identity a copy of the officers Contribution and Assumption Agreement, duly executed by the Company; (iii) a copy of the delivering party Registration Rights Agreement, duly executed by the Company; (iv) a copy of the Stockholders Agreement, duly executed by Xxxxxxx X. Xxxxxx and its subsidiariesXxxxxxx Xxxxxx; and (iiiv) Charters or Operating Agreements, as certified by a certification regarding the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, accuracy in all material respects of the delivering party representations and its subsidiaries. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf warranties of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer Company contained in this Agreement as of the date of Closing in form reasonably acceptable to the receiving partyDate.

Closing Deliveries. At On the Closing Date, the parties will shall make, execute, acknowledge and deliver the legal documents and items required to be executed or cause delivered in connection with the Closing (collectively the “Closing Documents”) to which it is a party or for which it is otherwise responsible that are necessary to carry out the intention of this Agreement and the other transactions contemplated to take place in connection therewith. The Closing Documents and other items to be delivered at the following in form and substance reasonably satisfactory to Closing are the other partiesfollowing: (a) ACS2 will deliver Evidence of the DTC Registered REIT Stock, which shall bear the legend set forth in the Articles of Amendment and Restatement of the Company, as amended and restated and in effect immediately prior to the LLC stock certificates evidencing all Advanced StockClosing in substantially the form attached as Exhibit B (the “Articles”) or a written statement of information that the Company will furnish a full statement about certain restrictions on transferability to a stockholder on request and without charge, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not which restrictions shall be deemed in breach of this Agreement if it fails to obtain substantially the same from its shareholders.as those set forth in the Articles; (b) Dynamic will Any other documents that are in the possession of a Contributor or which can be obtained through such Contributor’s reasonable efforts which are reasonably requested by the Company or the Operating Partnership and are reasonably necessary or desirable to assign, transfer, convey, contribute and deliver to the LLC stock certificates evidencing Contributed Interests directly, free and clear of all Liens and effectuate the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached.transactions contemplated hereby; (c) Advanced, Dynamic The Operating Partnership and the LLC will each execute Company on the one hand and deliver Acceptance the Helmsley Group Members on the other hand shall provide to the other a certified copy of all appropriate corporate resolutions or partnership, limited liability company or other actions, as applicable, authorizing the execution, delivery and Contribution Contractsperformance by the Operating Partnership and the Company (if so requested by a Helmsley Group Member) and any Helmsley Group Member (if so requested by the Operating Partnership or the Company) of this Agreement, any related documents and the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under documents listed in this Section 1.3.2.3; (d) ACS2 The Operating Partnership and Dynamic will execute the Company on the one hand and deliver the Operating Helmsley Group Members on the other hand shall provide to the other a certification regarding the accuracy in all material respects of each of their respective representations and warranties in this Agreement regarding their ownership interests at the Closing Date (except to the extent that any representation or warranty speaks as of an earlier date, in the LLC, (in the form attached hereto which case it must be true and correct only as Exhibit 6.14(dof that earlier date).); (e) Advanced will deliver The Contributors shall each provide the cancellation agreements referenced Operating Partnership with a certificate of non-foreign status that complies in form and in substance with Treasury Regulation Section 1.71.1445-2(b); provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs.and (f) Each party will deliver Any applicable books, records and Organizational Documents relating to each Contributed Helmsley Entity that are in the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of Closing; (ii) Incumbency Certificates certifying the identity of the officers of the delivering party and its subsidiaries; and (iii) Charters or Operating Agreements, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders possession of each party authorizing Contributed Helmsley Entity or the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving partyapplicable Contributor or which can be obtained through such entities’ reasonable efforts.

Closing Deliveries. At Closing the parties will deliver Closing, each Party shall make, execute, acknowledge and deliver, or cause to be made, executed, acknowledged and delivered through the following in form Attorney-in-Fact, the legal documents and substance reasonably satisfactory other items (collectively, the “Closing Documents”) necessary to carry out the intention of this Agreement, which Closing Documents and other partiesitems shall include, without limitation, the following: (a) ACS2 will deliver to the LLC for Meruelo Trust, one or more stock certificates registered in the name of Meruelo Trust evidencing all Advanced Stock, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach the issuance of this Agreement if it fails to obtain the same from its shareholders.Merger Consideration; (b) Dynamic will deliver an affidavit from Meruelo Trust in the form of Exhibit B, stating, under penalty of perjury, Meruelo Trust’s United States Taxpayer Identification Number and that Meruelo Trust is not a foreign person pursuant to the LLC stock certificates evidencing the outstanding capital stock Section 1445(b)(2) of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached.Code and a comparable affidavit satisfying California and any other state withholding requirements; (c) Advancedall title insurance policies, Dynamic leases, lease files, contracts, stock certificates, original promissory notes held by the Meruelo Entities and other indicia of ownership with respect to S Corp that are in the LLC will each execute Meruelo Entities’ possession or that can be obtained through reasonable efforts, and deliver Acceptance and Contribution Contractsin the case of Meruelo Trust, the form in its capacity as a shareholder of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3.S Corp; (d) ACS2 a certificate from Meruelo Trust affirming that the representations and Dynamic will execute warranties made by Meruelo Trust pursuant to this Agreement remain true and deliver correct as of the Operating Closing Date and that all obligations to be performed by each of the Meruelo Entities under this Agreement regarding their ownership interests in have been performed by each of each of the LLC, (in Meruelo Entities on or before the form attached hereto as Exhibit 6.14(d).)Closing Date; (e) Advanced will deliver if requested by the cancellation agreements referenced in Section 1.7; providedCompany, howevercertified copies of all appropriate organizational documents for each Meruelo Entity, that Advanced will not be deemed in breach together with certified trust or corporate actions authorizing the execution, delivery and performance by each of the Meruelo Entities of this Agreement if it fails to obtain Agreement, any related documents and the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs.Closing Documents; (f) Each party will deliver evidence reasonably satisfactory to the Company that the lender of any borrowed money secured by a mortgage or deed of trust disclosed in the Title Reports, other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of than those lenders whose loans are being repaid before or immediately after the Closing, and (iii) each representationhas consented to the transaction as required by any loan document, warranty and covenant deed of such party under the Merger Agreement is true and correct at the Closing as if made on and as trust, mortgage or other evidence of the Closing.indebtedness related to any Property; (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable letter from DLA Piper US LLP addressed to the receiving party(ies).S Corp and to the Company concluding that the Merger qualifies as a reorganization under Section 368 of the Code; (h) Each party shall deliver such customary certificates of its officers and such any other customary closing documentation as may be documents reasonably requested by the other partiesCompany to assign, including transfer, convey, contribute and deliver the Participating Entity Interests, free and clear of all Encumbrances, and effectuate the transactions contemplated hereby, including, without limitation:, any documents necessary to enable the Title Insurance Company to issue the Title Policies as of the Closing Date; and (i) Certificates of Existence and/or "Good Standing" regarding all state and local transfer tax returns and any filings to be made in any applicable governmental jurisdiction in which the delivering party and Company or the Operating Partnership is required to file its subsidiaries, certified by organizational documentation or in which the appropriate Secretary of State and dated within ten (10) business days of Closing; (ii) Incumbency Certificates certifying the identity recording of the officers of the delivering party Contribution and its subsidiaries; and (iii) Charters or Operating Agreements, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiariesAssumption Agreement is required. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.

Closing Deliveries. At Closing the parties will deliver or cause to be delivered the following in form and substance reasonably satisfactory to the other parties: (a) ACS2 will deliver to the LLC stock certificates evidencing all Advanced StockExcept as otherwise indicated below, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders. (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party AstraZeneca shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitationfollowing to Horizon: (i) Certificates each of Existence and/or "Good Standing" regarding the delivering party Ancillary Agreements to which AstraZeneca is a party, other than the Post-Transition Safety Data Exchange Agreement, the Three Party Letter Agreement and its subsidiariesthe Guarantee, certified validly executed by the appropriate Secretary a duly authorized officer of State and dated within ten (10) business days of ClosingAstraZeneca; (ii) Incumbency Certificates certifying the identity a receipt acknowledging receipt of the officers Purchase Price in satisfaction of the delivering party and its subsidiariesHorizon’s obligations pursuant to Section 2.3.1, validly executed by a duly authorized representative of AstraZeneca; and (iii) Charters or Operating Agreementsthe Purchased Assets; provided, that (A) with respect to tangible Purchased Assets delivery shall be made as certified by the appropriate Secretary of State within ten (10) business days of Closingset forth in Schedule 2.4.2(a)(iii), and Bylaws, as certified by an appropriate officer as of Closing, (B) AstraZeneca may retain one copy of the Product Records included within the Purchased Assets and the Purchased Contracts (and, for clarity, prior to delivering party or making available any files, documents, instruments, papers, books and its subsidiaries.records containing Product Records to Horizon, AstraZeneca shall be entitled to redact from such files, documents, instruments, papers, books and records any information to the extent that it does not relate to the Product Business; provided, that, upon Horizon’s request, AstraZeneca shall provide Horizon with a general description of any such information redacted by AstraZeneca to the extent that AstraZeneca is permitted to do so; (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf the Patheon Letter; (v) the AstraZeneca FDA Intent Letters; (vi) the AstraZeneca FDA Transfer Letters; and (vii) the Vimovo Litigation Records Side Letter. (b) At the Closing, Horizon shall deliver the following to AstraZeneca: (i) each of the board Ancillary Agreements to which Horizon is a party, other than the Post-Transition Safety Data Exchange Agreement and the Three Party Letter Agreement, validly executed by a duly authorized officer of directors Horizon; and (ii) the Purchase Price in accordance with Section 2.3.1; (iii) the Horizon FDA Intent Letters; (iv) the Horizon FDA Transfer Letters; and (v) the Vimovo Litigation Records Side Letter. (c) Horizon shall conduct a quality and completeness review of the Regulatory Documentation transferred to it pursuant to Section 2.4.2(a)(iii) promptly following such transfer and, as soon as possible, but no later than 60 days after each transfer, shall notify AstraZeneca in writing of any problems or issues experienced by Horizon regarding the completeness, navigation or readability of such transferred Regulatory Documentation that Horizon reasonably and in good faith believes are related to the transfer of such Regulatory Documentation (and not, for example, related to Horizon system capabilities or compatibility). AstraZeneca shall use its commercially reasonable efforts to assist Horizon in remedying any such problems or issues (if applicable, the stockholders any) as soon as reasonably practicable following AstraZeneca’s receipt of each party authorizing the transactions contemplated hereunder, certified by an officer as Horizon’s notice of the date of Closing in form reasonably acceptable to the receiving partysame.

Closing Deliveries. At Closing the parties will Closing, the Company shall deliver (or cause to be delivered the following delivered) to each Investor, in form addition to all other closing deliveries set forth in Section 5 and substance reasonably satisfactory Section 6, pursuant to the other partiesSection 2.1: (ai) ACS2 will deliver a copy of the Register of Members of the Company, duly certified by the registered agent of the Company, updated to reflect the subscription of the Subscription Shares by each of the Investors; (ii) a copy of duly executed share certificate issued in the name of such Investor representing the Subscription Shares being issued to the LLC stock certificates evidencing all Advanced StockInvestor at the Closing, with the original (duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not executed for and on behalf of the Company) to be deemed in breach of this Agreement if it fails delivered to obtain the same from its shareholders.Investors within ten (10) Business Days after the Closing; (biii) Dynamic will deliver to a copy of the LLC stock certificates Register of Directors of the Company evidencing the outstanding capital stock appointment of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached.Investor Director; (civ) Advanced, Dynamic a copy of the Memorandum and Articles duly adopted by the LLC will each execute Company’s Board and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (shareholders in the form attached hereto as Exhibit 6.14(d).)A, with evidence of the filing of such adopted Memorandum and Articles with the Registrar of Companies in the Cayman Islands to be delivered to the Investors within ten (10) Business Days after the Closing; (ev) Advanced will deliver a copy of the cancellation agreements referenced Investors’ Rights Agreement duly executed by the Company, the Founder Parties and the Angel Investor Parties in the form attached hereto as Exhibit C; (vi) a copy of the Director Indemnification Agreement duly executed by the Company in the form attached hereto as Exhibit D; and (vii) a certificate duly executed by one director of the Company (a) stating that the conditions specified in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated 5 have been fulfilled as of Closingthe Closing and (b) attaching thereto copies of all resolutions that shall approve the transactions contemplated under the Transaction Documents, certifying that including without limitation, (i) each covenant the adoption of the Memorandum and obligation of such party hereunder has been complied withArticles in the form attached hereto as Exhibit A, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as adoption of the ClosingInvestors’ Rights Agreement in the form attached hereto as Exhibit C, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as adoption of the Closing. (g) Each party will deliver an opinion of its legal counsel, Director Indemnification Agreement in the form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation attached hereto as may be reasonably requested by the other parties, including without limitation: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of Closing; (ii) Incumbency Certificates certifying the identity of the officers of the delivering party and its subsidiaries; and (iii) Charters or Operating Agreements, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.Exhibit D.

Closing Deliveries. At Closing the parties will deliver or cause to be delivered the following in form and substance reasonably satisfactory to the other partiesClosing: (aA) ACS2 will Seller shall deliver to Purchaser: (1) certificates representing the LLC stock certificates evidencing all Advanced StockShares, duly endorsed in blank or accompanied by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed duly executed in breach of this Agreement if it fails proper form for transfer to obtain the same from its shareholders.Purchaser; (b2) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock an Assignment and Assumption of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Option Agreement regarding their ownership interests in the LLC, (in substantially the form attached hereto as Exhibit 6.14(dA (the "Assignment Agreement")., relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, Xxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxxx and Xxxxx X. Xxxxxx (collectively, the "Optionees"), duly executed by Seller and each Optionee; (e3) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer the Secretary of delivering partySeller certifying, dated as of Closing, certifying that (i) each covenant complete and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (iii4) each representationa certificate of the Secretary of the Company certifying, warranty as complete and covenant accurate as of such party under the Merger Agreement is true Closing, attached copies of the articles of incorporation and correct at code of regulations of the Closing as if made on Company, and certifying to the incumbency of the officers and directors of the Company as of the Closing. (gB) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party Purchaser shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitationto Seller: (i1) Certificates Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified immediately available funds to an account designated in writing by Seller or by the appropriate Secretary transfer of State readily marketable securities acceptable to Seller and dated within ten (10) business days of ClosingPurchaser in such amount; (ii2) Incumbency Certificates certifying the identity of the officers of the delivering party and its subsidiariesAssignment Agreement, duly executed by Purchaser; and (iii3) Charters or Operating Agreements, as certified by a certificate of the appropriate Secretary of State within ten (10) business days of Closing, Purchaser certifying and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries. (iv) copies of attaching all requisite resolutions and/or unanimous written consent or actions adopted by or on behalf of the board of directors andof Purchaser, if applicable, approving the stockholders execution and delivery of each party authorizing this Agreement and the consummation of the transactions contemplated hereunderby this Agreement, certified by an officer as and certifying to the incumbency and signatures of the date officers of Closing in form reasonably acceptable Purchaser executing this Agreement and any other document contemplated hereby to the receiving partybe executed by Purchaser.

Closing Deliveries. At Closing the parties will deliver or cause to be delivered the following in form and substance reasonably satisfactory to the other partiesClosing: (a) ACS2 Seller will deliver to the LLC stock certificates evidencing all Advanced StockBuyer (i) counterparts of each Ancillary Agreement to which it or one of its Affiliates is a party, duly endorsed executed by ACS2 Seller or the applicable Affiliate, including the Xxxx of Sale for the Purchased Assets, a Special Warranty Deed for each parcel of Owned Real Property, and such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as the parties and their respective counsel shall deem reasonably necessary for the assumption of Assumed Liabilities and vesting in Buyer all of Seller’s right, title and interest in, to and under the Purchased Assets, in accordance with stock powers attachedthis Agreement, (ii) a receipt for the Purchase Price, (iii) at Seller’s sole cost and expense, the Title Policies; provided(iv) counterparts of all applicable state forms with respect to Transfer Taxes duly executed by Seller or the applicable Affiliate; (v) copies of all consents, howeverapprovals, that ACS2 will not be deemed waivers and notices obtained from Governmental Entities and third parties, prior to the Closing Date, including customers and suppliers, in breach of this Agreement if it fails to obtain connection with the same transactions contemplated hereby and (vi) California Form 593-C duly executed by Seller’s applicable Affiliate and showing a full exemption from its shareholdersreal estate withholding. (b) Dynamic Buyer will deliver to Seller (i) counterparts of each Ancillary Agreement to which it is a party, duly executed by Buyer, (ii) the LLC stock Closing Payment (less deductions, if any, and withholdings required by applicable Law), by wire transfer of immediately available funds to the account or accounts designated in writing by Seller to Buyer not later than two Business Days prior to the Closing Date, (iii) such other deeds, bills of sale, assignments, certificates evidencing of title, documents and other instruments of transfer and conveyance as the outstanding capital stock parties and their respective counsel shall deem reasonably necessary for the assumption of Assumed Liabilities, and (iv) counterparts of all applicable state forms with respect to Transfer Taxes duly executed by Buyer or the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached.applicable Affiliate; and (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant such certificates and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct other documents required to be delivered by it at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of Closing; (ii) Incumbency Certificates certifying the identity of the officers of the delivering party and its subsidiaries; and (iii) Charters Articles VI or Operating AgreementsVII, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiariesapplicable. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.

Closing Deliveries. (i) At Closing the parties will deliver Closing, Purchaser shall deliver, or cause to be delivered delivered, to Aradigm the following in form following, dated as of the date of this Agreement and, where relevant, executed for and substance reasonably satisfactory to the other partieson behalf of Purchaser by a duly authorized officer thereof: (a1) ACS2 will deliver any and all instruments, certificates and agreements as Aradigm may reasonably request in order to effectively make Purchaser responsible for all Assumed Liabilities pursuant hereto to the LLC stock certificates evidencing fullest extent permitted by applicable law; (2) Purchaser shall have provided Aradigm with evidence demonstrating that Purchaser has obtained at least $15 million in equity financing; (3) Purchaser shall have paid to Aradigm, by wire transfer, $4,000,000 in cash; (4) Purchaser shall have reimbursed Aradigm for all Advanced Stockdocumented expenses actually incurred by Aradigm from July 1, duly endorsed by ACS2 or with stock powers attached; provided, however2006 through the Closing Date, that ACS2 will not were pre-approved in writing by Purchaser, up to $515,036; (5) Each of Xxxxx Xxxx and Xxxx Xxxxxxx shall have provided Aradigm with a release of all claims over or rights to any severance payments relating to their cessation of services to Aradigm, in a form that is reasonably acceptable to Aradigm and including mutually agreed consideration for such releases; and (6) the Transitional Services Agreement. (ii) At the Closing, Aradigm shall deliver, or cause to be deemed in breach delivered, to Purchaser the following, dated as of the date of this Agreement if it fails to obtain the same from its shareholders.and executed for and on behalf of Aradigm by a duly authorized officer thereof: (b1) Dynamic will deliver a general assignment and xxxx of sale with respect to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (Assigned Assets in the form attached hereto as Exhibit 6.14(d).)F; (e2) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach one or more instruments of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options assignment and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counselassumption, in customary form and substance reasonably acceptable satisfactory to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers Purchaser and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party Aradigm and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of Closingtheir respective counsel; (ii3) Incumbency Certificates certifying the identity an instrument of assignment of the officers Transferred Patents, the Transferred Trademarks, and any other Registered Intellectual Property Rights included in the Assigned Assets, in customary form and substance reasonably satisfactory to Purchaser and Aradigm and their respective counsel; (4) any and all required third party consents including those consents necessary for the valid assignment and transfer of the delivering party Transferred Contracts; (5) any and its subsidiariesall other instruments, certificates and agreements as Purchaser may reasonably request in order to effectively transfer to Purchaser all of the Assigned Assets pursuant hereto and to the Transfer Plan to the fullest extent permitted by applicable law; and (iii6) Charters or Operating Agreements, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiariesTransitional Services Agreement. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.

Closing Deliveries. (a) At Closing the parties will Closing, Seller shall deliver or cause to be delivered into escrow with the following in form and substance reasonably satisfactory to the other partiesEscrow Agent: (i) The Deed; (ii) Two (2) original executed counterparts of the Xxxx of Sale and Assignment (iii) Two (2) original executed counterparts of a Xxxx of Sale, pursuant to which Seller transfers any Personal Property and Equipment to Purchaser; (iv) Three (3) original counterparts of the executed Settlement Statement; (v) Original executed Lease Status Report; (vi) Original executed GSA Consent; (vii) A certification of Seller’s representations, stating that all the representations in Section 8.1 remain true and correct as of the Closing Date, executed by Seller; (viii) An affidavit in a form acceptable to Purchaser and as prescribed in the Foreign Investment in Real Property Transfer Act of the Internal Revenue Code and the regulations promulgated thereon which certifies that Seller is not a “foreign person” as defined therein; (ix) Any and all other documents reasonably required of Seller to consummate the transaction contemplated hereby. (x) Original, or if original is not available, copy of the applicable GSA Lease; (xi) Originals, or if originals are not available, copies of the Assumed Property Contracts (which Assumed Property Contracts may be delivered by leaving them at the Property); (xii) To the extent they are in Seller’s possession (a) ACS2 will deliver unless posted at the Property, all licenses and permits, authorizations and approvals pertaining to the LLC stock certificates evidencing Premises and (b) all Advanced Stockguarantees and warranties which Seller has received in connection with any work or services performed or equipment installed in and improvements erected on the Premises; (xiii) Releases in recordable form from any creditor who has filed a lawsuit and lis pendens against the Property; (xiv) To the extent they are in Seller’s possession, duly endorsed originals or, if originals are not available, copies, of all Plans and Specifications, technical manuals and similar materials for the Property (which materials may be delivered by ACS2 or with stock powers attached; providedleaving them at the Property). (xv) Original executed Rent Direction Notice from Seller to the depository institution in which Seller regularly deposits rents from the Property. (xvi) Evidence of Seller’s termination of all Property Contracts, howevereffective as of Closing, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain all Property Contracts other than the same from its shareholdersAssumed Property Contracts. (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of At the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party Purchaser shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by into escrow with the other parties, including without limitationEscrow Agent: (i) Certificates of Existence and/or "Good Standing" regarding An amount equal to the delivering party Purchase Price less the Deposit and its subsidiaries, certified by any other amounts due from Purchaser as indicated on the appropriate Secretary of State and dated within ten (10) business days of ClosingSettlement Statement; (ii) Incumbency Certificates certifying the identity Three (3) original counterparts of the officers executed Settlement Statement; (iii) Two (2) original executed counterparts of the delivering party Xxxx of Sale and its subsidiariesAssignment; and (iii) Charters or Operating Agreements, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries. (iv) copies Any and all other documents reasonably required of all resolutions and/or unanimous written consent actions adopted by or on behalf of Purchaser to consummate the board of directors and, if applicable, the stockholders of each party authorizing the transactions transaction contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving partyhereby.

Closing Deliveries. At Closing or before the parties will deliver or cause to be delivered Closing, the Parties shall make the following in form and substance reasonably satisfactory to the other partiesdeliveries: (a) ACS2 will Seller shall deliver to Escrow Agent: (i) the LLC stock certificates evidencing all Advanced Stock, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders. (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLCDeed, (ii) a Bxxx of Sale in the form attached hereto as Exhibit 6.14(d).) Schedule "D" conveying Seller's right, title and interest in the property thereunder free of any liens or encumbrances, (eiii) Advanced will deliver a counterpart of the cancellation agreements referenced Reciprocal Easement Agreement in the form attached hereto as Schedule "E", (iv) a recordable termination of any notice or memorandum of lease that may have been executed with respect to the Lease together with any Seller resolutions or certificates as may be required by the Land Court to file the same,; (v) a check or wire for the applicable MA real estate transfer tax (transfer stamps) and other closing costs payable by Seller hereunder, (vi) a release or satisfaction of any mortgage, security interest, or other encumbrance on the Premises securing an obligation of Seller other than matters permitted pursuant to Section 1.7; provided2 hereof, however(vii) an affidavit, that Advanced will not which includes Seller's taxpayer identification number, certifying as to whether Seller is a foreign entity subject to withholding taxes pursuant to IRC Section 1445, (viii) assignments of any permits, licenses or approvals affecting the Premises or the Project which are in Seller's name and are transferable (ix) such documents and instruments customary in commercial real estate transactions as shall be deemed in breach reasonably required by Buyer or its title company or Escrow Agent to effect the purposes of this Agreement if it fails Agreement, including without limitation (A) an affidavit enabling Buyer to obtain title insurance on the same from Premises without the individual holders standard exceptions for mechanic's liens and parties in possession (which affidavit may be qualified in light of Advanced WarrantsBuyer's possession of the Premises), Advanced Options and Advanced SARs(B) such good standing certificates, consents, or resolutions as may be required by the title company or the Land Court to record the Deed and the Reciprocal Easement Agreement, and (x) a check or wire covering the Security Deposit. (fb) Each party will Buyer shall deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that Escrow Agent: (i) each covenant and obligation of such party hereunder any unpaid Rent which has been complied withaccrued under the Lease through the Closing, (ii) each representationthe Note; (iii) the Subordinated Mortgage in the form attached hereto as Schedule "F", warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as (iv) a counterpart of the ClosingReciprocal Easement Agreement, (v) a counterpart recordable termination of any notice or memorandum of lease that may have been executed with respect to the Lease together with any Buyer resolutions or certificates as may be required by the Land Court to file the same, (vi) any customary buyer affidavits or certificates required by the title insurer insuring the Premises for the Buyer, as well as such other instruments or documents as are reasonably required to effect the purposes of this Agreement, including without limitation such good standing certificates, consents, or resolutions as may be required by the title company or the Land Court to record the Subordinated Mortgage and the Reciprocal Easement Agreement, (vii) current evidence of Buyer's formation and good standing in the State of Delaware and its qualification to do business in Massachusetts, and (iiiviii) each representation, warranty and covenant of such party a check or wire for any closing costs payable by Buyer hereunder. Seller's right to payment under the Merger Agreement is true Note shall be pari passu with the rights of any holders of equity or membership interests in Buyer and correct Buyer shall not grant any rights to distribution which are inconsistent with the foregoing. The Subordinated Mortgage shall be granted by Buyer to Seller subject only to matters of record affecting the Premises at the Closing txxx Xxxxxx conveyed the same to Buyer (excluding mechanic's liens or other encumbrances created by Buyer), and the lien of any Paramount Mortgage or Paramount Lien, each as if made on and as of defined in the ClosingMortgage. (gc) Each party will deliver an opinion of its legal counselBuyer and Seller may agree, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of Closing; (ii) Incumbency Certificates certifying the identity part of the officers settlement instructions to Escrow Agent, to offset and adjust their respective payment obligations of Rent and the delivering party and its subsidiaries; and (iii) Charters or Operating Agreements, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiariesSecurity Deposit. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.

Closing Deliveries. At Closing the parties will deliver or cause prior to be delivered the following in form and substance reasonably satisfactory to the other parties: (a) ACS2 will deliver to the LLC stock certificates evidencing all Advanced Stock, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders. (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation: (i) Certificates to the extent that RCAP’s Class B Units are certificated, RCAP shall deliver to the Corporation certificates representing the number of Existence and/or "Good Standing" regarding Class B Units that, collectively, comprise the delivering party and Operating Subsidiaries Group Units to be Exchanged for Class A Shares as specified in the applicable Exchange Request (or an affidavit of loss in lieu thereof in customary form, but without any requirement to post a bond or furnish any other security), accompanied by unit powers, in form reasonably satisfactory to the corporate secretary of the Corporation (the “Transfer Agent”), duly executed in blank by RCAP or its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of Closingduly authorized attorney; (ii) Incumbency Certificates certifying RCAP shall deliver to the identity Corporation for cancellation one or more certificates representing a number of Class B Shares equal to the officers number of Operating Subsidiaries Group Units specified in the delivering party and applicable Exchange Request, subject to adjustment based on the Exchange Rate in effect at the applicable Closing (or an affidavit of loss in lieu thereof in customary form, but without any requirement to post a bond or furnish any other security), accompanied by stock powers, in form reasonably satisfactory to the Transfer Agent, duly executed in blank by RCAP or its subsidiaries; andduly authorized attorney; (iii) Charters if applicable, RCAP shall deliver evidence reasonably satisfactory to the Corporation that all Liens on its Operating Subsidiaries Group Units and Class B Shares delivered pursuant to Sections 2.01(e)(i) and 2.01(e)(ii) have been released (other than transfer restrictions imposed by or Operating Agreementsunder applicable securities laws, as certified by the appropriate Secretary of State within ten (10) business days of Closing, LLC Agreements and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries.this Agreement); (iv) copies if RCAP delivers to the Corporation, pursuant to either Section 2.01(e)(i) or 2.01(e)(ii), a certificate representing a number of all resolutions and/or unanimous written consent actions adopted by Class B Units or on behalf Class B Shares that is greater than the number of Operating Subsidiaries Group Units or Class B Shares specified in the board of directors applicable Exchange Request, the Corporation will deliver (and, if applicable, cause the stockholders of Operating Subsidiaries to deliver) to RCAP certificates representing the excess Class B Units or Class B Shares, as applicable; (v) each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable Operating Subsidiary shall deliver to the receiving partyCorporation a certificate (or other indicia of ownership) representing the number of Class A Units of such Operating Subsidiary equal to the number of Class B Units of such Operating Subsidiary that were Exchanged and thereafter automatically converted, in accordance with Section 3.02(b) of such Operating Subsidiary’s LLC Agreement, into Class B Units; and (vi) the Corporation shall deliver to RCAP a certificate representing the number of Class A Shares that RCAP is entitled to receive for Operating Subsidiaries Group Units in the Exchange.

Closing Deliveries. At Closing the parties will deliver or cause to be delivered Administrative Agent shall have received each of the following documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Administrative Agent and Required Banks and each of which shall, unless otherwise indicated, be dated the Closing Date: (i) this Agreement, duly executed and delivered by Borrower, each Bank, Letter of Credit Issuer, and Administrative Agent; (ii) a Note payable to the order of each Bank requesting a Note in the amount of such Bank’s Maximum Credit Amount, in each case duly executed and delivered by Borrower; (iii) the Facility Guaranty, duly executed and delivered by each Credit Party other than Borrower; (iv) the Security Agreement, duly executed and delivered by Borrower and each other Credit Party; (v) the Mortgages, each duly executed and delivered by the appropriate Credit Party, together with such other assignments, conveyances, amendments, agreements and other writings, including UCC-1 financing statements, in form and substance satisfactory to Administrative Agent; (vi) a Certificate of Ownership Interests substantially in the form of Exhibit E duly executed and delivered by an Authorized Officer of Borrower; (vii) an opinion of Akin Gump Xxxxxxx Xxxxx & Xxxx LLP, counsel to Borrower, favorably opining as to such New York and Texas law-matters as Administrative Agent or Required Banks may request, in form and substance satisfactory to Administrative Agent and Required Banks; (viii) an opinion of Xxxxxxx & Xxxxx, P.C., Oklahoma counsel to Borrower, favorably opining as to such Oklahoma-law matters as Administrative Agent or Required Banks may request, in form and substance satisfactory to Administrative Agent and Required Banks; (ix) an opinion of the general counsel to Borrower, favorably opining as to such matters as Administrative Agent or Required Banks may request, in form and substance satisfactory to Administrative Agent and Required Banks; (x) a certificate executed by an Authorized Officer of Borrower stating that (A) the representations and warranties contained in this Agreement and the other Loan Papers are true and correct in all material respects, (B) no Default or Event of Default has occurred which is continuing, and (C) all conditions set forth in this Section 6.1 and Section 6.2 have been satisfied; (xi) such UCC Lien search reports as Administrative Agent shall require, conducted in such jurisdictions and reflecting such names as Administrative Agent shall request; (xii) copies of the certificate of incorporation or certificate of formation, and all amendments thereto, of Borrower and each other Credit Party, accompanied by a certificate that such copy is true, correct and complete issued by the appropriate Governmental Authority of the States of Delaware and Texas and accompanied by a certificate of the Secretary or comparable Authorized Officer of Borrower and each other Credit Party that such copy is true, correct and complete as of the Closing Date; (xiii) copies of the bylaws or limited liability company agreement, and all amendments thereto, of Borrower and each other Credit Party, accompanied by a certificate of the Secretary or comparable Authorized Officer of Borrower and each other Credit Party that each such copy is true, correct and complete as of the Closing Date; (xiv) certain certificates and other documents issued by the appropriate Governmental Authorities of the States of Delaware, Oklahoma, Louisiana and Texas relating to the existence of each Credit Party and to the effect that each applicable Credit Party is organized or qualified to do business in such jurisdiction is in good standing with respect to the payment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictions; (xv) a certificate of incumbency of all officers of Borrower and each other Credit Party who will be authorized to execute or attest to any Loan Paper, dated the Closing Date, executed by the Secretary or comparable Authorized Officer of Borrower and each other Credit Party; (xvi) copies of resolutions or comparable authorizations and consents approving the Loan Papers and authorizing the transactions contemplated by this Agreement and the other Loan Papers, duly adopted by the Board of Directors (or similar managing body) of Borrower and each other Credit Party, accompanied by certificates of the Secretary or comparable officer of Borrower and each other Credit Party that such copies are true and correct copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, if required by such Law, by the Bylaws, or other charter documents of Borrower and each other Credit Party) by the unanimous written consent of the Board of Directors (or similar managing body) of Borrower and each other Credit Party, and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified, or revoked in any respect, and are in full force and effect as of the Closing Date; (xvii) certificates from the Credit Parties’ insurance providers setting forth the insurance maintained by the Credit Parties, showing that insurance meeting the requirements of Section 8.5 is in full force and effect and that all premiums due with respect thereto have been paid, showing Administrative Agent as loss payee with respect to all such property or casualty policies and as additional insured with respect to all such liability policies, and stating that such insurer will provide Administrative Agent with at least 30 days’ advance notice of cancellation of any such policy; (xviii) certificates, together with undated, blank stock powers (or the equivalent for Persons that are not corporations) for each certificate, representing all of the certificated issued and outstanding Equity of each direct or indirect Subsidiary of Parent (including Broad Oak); (xix) a solvency certificate of the chief financial officer or chief executive officer of Parent in form and substance reasonably satisfactory to the other parties:Administrative Agent, certifying the solvency of Parent and its Subsidiaries, on a consolidated basis, after giving effect to the Closing Transactions; (axx) ACS2 will deliver pro forma consolidated financial statements as to Parent and its Subsidiaries giving effect to all elements of the Closing Transactions to be effected on or before the Effective Date, and forecasts prepared by management of Parent of balance sheets, income statements and cash flow statements on a monthly basis through and including the month ending December 31, 2011, and on an annual basis for 2012 and 2013; (xxi) unqualified audited consolidated financial statements for Parent for the fiscal year ended December 31, 2010, and unaudited consolidated financial statements for Parent for the quarter ended March 31, 2011; (xxii) to the LLC stock certificates evidencing extent requested by any Bank, all Advanced Stockdocumentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, duly endorsed by ACS2 or with stock powers attachedincluding the USA Patriot Act; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders.and (bxxiii) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer Authorized Officer of delivering party, dated as of Closing, Borrower certifying that (i) each covenant true, correct and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of Closing; (ii) Incumbency Certificates certifying the identity of the officers of the delivering party and its subsidiaries; and (iii) Charters or Operating Agreements, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries. (iv) fully-executed copies of all resolutions and/or unanimous written consent actions adopted by or on behalf material Broad Oak Contribution Documents (including the amendments, schedules and exhibits thereto), as executed, are attached to such certificate and that such documents contain all of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as material terms of the date of Closing in form reasonably acceptable to the receiving partyBroad Oak Contribution.

Closing Deliveries. At Closing (a) On or prior to the parties will Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in form and substance reasonably satisfactory Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the other parties:Purchasers within three (3) Business Days of Closing; (iii) a Warrant, executed by the Company and registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) a legal opinion of Company Counsel, dated as of the Closing Date, executed by such counsel and addressed to the Purchasers; (v) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) ACS2 will deliver certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the LLC stock certificates signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a certificate evidencing all Advanced Stockthe formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, duly endorsed as of a date within five (5) Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by ACS2 or with stock powers attachedthe Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholdersand (x) a fully executed Registration Rights Agreement. (b) Dynamic will deliver On or prior to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will Purchaser shall deliver an opinion of its legal counsel, in form and substance reasonably acceptable or cause to be delivered to the receiving party(ies). Company the following (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation:“Purchaser Deliverables”): (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiariesthis Agreement, certified duly executed by the appropriate Secretary of State and dated within ten (10) business days of Closingsuch Purchaser; (ii) Incumbency Certificates certifying its Subscription Amount, in United States dollars and in immediately available funds, in the identity of amount set forth as the officers of “Purchase Price” indicated below such Purchaser’s name on the delivering party and its subsidiariesapplicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit C attached hereto; and (iii) Charters or Operating Agreementsa fully completed and duly executed Accredited Investor Questionnaire, as certified by reasonably satisfactory to the appropriate Secretary of State within ten (10) business days of ClosingCompany, and BylawsStock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , as certified by an appropriate officer as of Closing, of the delivering party and its subsidiariesrespectively. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.

Closing Deliveries. At Closing (a) As soon as commercially practicable after the parties Closing, the Seller will deliver or cause to be delivered the following in form and substance reasonably satisfactory to the other parties: (a) ACS2 will deliver to the LLC stock certificates evidencing all Advanced Stock, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders. (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitationPurchaser: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of Closingduly executed Transfer Documents; (ii) Incumbency Certificates certifying certificates representing the identity of Shares, duly endorsed in blank, with all the officers of appropriate share transfer tax stamps affixed to the delivering party and its subsidiariesTransfer Documents; and (iii) Charters or Operating Agreements, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer resignations effective as of Closing, the Closing Date of each director and officer of the delivering party and its subsidiariesCompany as the Purchaser may have requested in writing. (ivb) copies At the Closing, the Purchaser will deliver or cause to be delivered to the Seller the Closing Payment, less any amounts withheld in accordance with Section 6.9 hereof, by wire transfer of all resolutions and/or unanimous written consent actions adopted immediately available funds to the account specified by the Seller. (c) Upon delivery of the items set forth in Section 1.5(a) to the Purchaser (such delivery date, the “Final Payment Date”), the Escrow Amount will be distributed to the Seller. In the event the Escrow Agreement has not been executed as of the Final Payment Date, the Purchaser will pay the Escrow Amount to the Seller on the Final Payment Date. (d) In the event that the documents set forth in Section 1.5(a) are not delivered within 90 calendar days of the Closing (which failure is not caused by any act or omission of the Purchaser), the Purchaser will be entitled to retain any interest accrued on behalf the Escrow Amount pursuant to the Escrow Agreement through the termination of the Escrow Agreement. The parties further recognize and agree that any breach of Section 1.5(a) may give rise to irreparable harm to the Purchaser for which money damages would not be an adequate remedy and, agree that, in addition to the other remedies, the Purchaser will be entitled to enforce the terms of this Agreement by decree of specific performance without the necessity of proving the inadequacy of a remedy of money damages. (e) In connection with the Closing, the parties, as applicable, will cause the Company to undertake the following as soon as reasonably practicable thereafter: (i) convene a meeting of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date Company (the “Company Board”) to discuss the following: (A) approval of Closing in form reasonably acceptable the transfer of Shares from the Seller to the receiving partyPurchaser or its nominees as set forth in the Transfer Documents; and (B) the appointment of new directors nominated by the Purchaser to the Company Board; (ii) convene a second meeting of the Company Board within 7 days of the meeting referred to in subsection (i) above to note the resignations of the existing directors, as may be requested by the Purchaser; (iii) file a Form 32 for the resignation of the existing directors and appointment of new directors to the Company Board, as required under applicable Law; (iv) record the changes to the Register of Members maintained by the Company under applicable Law; (v) make an endorsement back of the Share Certificate submitted to it by the Purchaser; and (vi) instruct the Company’s bank to change the authorized signatories for the Company’s bank account(s) to the persons designated by the Purchaser.

Closing Deliveries. At Closing (a) Except as otherwise indicated below, at the parties will Closing, Seller shall deliver or cause to be delivered the following in form and substance reasonably satisfactory to the other partiesBuyer: (ai) ACS2 will deliver each of the Ancillary Agreements (other than the Novation Agreement, the Pharmacovigilance Agreement and the Quality Agreement) to which Seller or any of its Affiliates is a party, validly executed by a duly authorized representative of Seller or its applicable Affiliate; (ii) a receipt acknowledging receipt of the LLC stock certificates evidencing all Advanced StockClosing Payment in satisfaction of Buyer’s obligations pursuant to Section 2.3.1(a), validly executed by a duly endorsed by ACS2 or with stock powers attachedauthorized representative of Seller; (iii) the tangible Purchased Assets; provided, howeverthat (A) delivery shall, unless the Parties otherwise mutually agree, be to the locations and on the timeframes set forth in Schedule 2.4.2(a)(iii), and (B) Seller may retain copies of the Purchased Regulatory Documentation and the Purchased Product Records included within the Purchased Assets and the Purchased Contracts (and, for the avoidance of doubt, prior to delivering or making available any files, documents, instruments, papers, books and records containing Purchased Product Records or constituting Purchased Regulatory Documentation to Buyer, Seller shall be entitled to redact from such files, documents, instruments, papers, books and records any information to the extent that ACS2 will it does not be deemed relate to the Product Business); and (iv) a certificate, dated as of the Closing Date, validly executed by a duly authorized officer of Seller, certifying that all of the conditions set forth in breach of this Agreement if it fails to obtain the same from its shareholdersSection 6.2.1, Section 6.2.2 and Section 6.2.3 have been satisfied. (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of At the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party Buyer shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitationfollowing to Seller: (i) Certificates each of Existence and/or "Good Standing" regarding the delivering party Ancillary Agreements (other than the Pharmacovigilance Agreement and the Quality Agreement) to which Buyer or any of its subsidiariesAffiliates is a party, certified validly executed by the appropriate Secretary a duly authorized representative of State and dated within ten (10) business days of ClosingBuyer or its applicable Affiliate; (ii) Incumbency Certificates certifying the identity Closing Payment in accordance with Section 2.3.1 (along with a U.S. Federal Reserve reference or similar number evidencing execution of the officers of the delivering party and its subsidiariessuch payment); and (iii) Charters or Operating Agreementsa certificate, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer dated as of Closingthe Closing Date, validly executed by a duly authorized officer of Buyer, certifying that all of the delivering party conditions set forth in Section 6.3.1 and its subsidiariesSection 6.3.2 have been satisfied. (ivc) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf Buyer shall conduct a quality and completeness review of the board of directors Purchased Regulatory Documentation transferred to it pursuant to Section 2.4.2(a)(iii) promptly following such transfer and, within 30 days after such transfer, shall notify Seller in writing of any problems or issues experienced by Buyer regarding the completeness, navigation or readability of such transferred Purchased Regulatory Documentation that Buyer reasonably and in good faith believes are related to the transfer of such Purchased Regulatory Documentation (and not, for example, related to Buyer system capabilities or compatibility). Seller shall use its commercially reasonable efforts to assist Buyer in remedying any such problems or issues (if applicable, the stockholders any) as soon as reasonably practicable following Seller’s receipt of each party authorizing the transactions contemplated hereunder, certified by an officer as Buyer’s notice of the date of Closing in form reasonably acceptable to the receiving partysame.

Closing Deliveries. At (a) On the Closing the parties will deliver Date, Seller shall deliver, or cause to be delivered delivered, to Buyer the following in form and substance reasonably satisfactory to the other partiesfollowing: (ai) ACS2 will deliver a duly executed instrument of transfer with respect to the LLC stock certificates evidencing Membership Interests; (ii) the written resignations of each manager and officer of each of the Acquired Entities as Buyer shall direct in writing to Seller at least five days prior to the Closing Date; (iii) a duly completed and executed certification from Seller certifying that Seller is not a foreign person within the meaning of Code Section 1445; (iv) a certificate of the secretary or an assistant secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all Advanced Stockresolutions adopted by the managers of Seller authorizing the execution, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach delivery and performance of this Agreement if it fails to obtain and the same from its shareholders.consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (bv) Dynamic will deliver a certificate of the secretary or an assistant secretary (or equivalent officer) of Seller certifying the names and signatures of the officers of Seller authorized to sign this Agreement and the other documents to be delivered hereunder; (vi) for each of Seller and the Acquired Entities, a certificate of good standing from the Secretary of State of the State of Delaware, as of a date not earlier than 10 days prior to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached.Closing Date; (cvii) Advancednon-competition agreements, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in substantially the form attached hereto as Exhibit 6.14(dB (the “Noncompetition Agreement”).), by and among Buyer, on the one hand, and Seller and each of Xxxxxx Xxxx and Xxxxxx Xxxxxxx, respectively, on the other hand; (eviii) Advanced will deliver the cancellation agreements Payoff Letter (including the lien releases referenced in Section 1.7therein); providedand (ix) all other agreements, howeverdocuments, that Advanced will not instruments or certificates required to be deemed in breach delivered by Seller at or prior to the Closing pursuant to ARTICLE VI of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARsAgreement. (fb) Each party will deliver On the Closing Date, in addition to the other parties a certificate of an officer of delivering partypayments to be made pursuant to Section 1.3 hereof, dated as of ClosingBuyer shall deliver, certifying that (i) each covenant and obligation of such party hereunder has been complied withor cause to be delivered, (ii) each representation, warranty and covenant of such party hereunder is true and correct at to Seller the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitationfollowing: (i) Certificates a certificate of Existence and/or "Good Standing" regarding the delivering party secretary or an assistant secretary (or equivalent officer) of Buyer certifying that attached thereto are true and its subsidiaries, certified complete copies of all resolutions adopted by the appropriate Secretary board of State directors of Buyer authorizing the execution, delivery and dated within ten (10) business days performance of Closingthis Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (ii) Incumbency Certificates a certificate of the secretary or an assistant secretary (or equivalent officer) of Buyer certifying the identity names and signatures of the officers of Buyer authorized to sign this Agreement and the delivering party other documents to be delivered hereunder; (iii) a certificate of good standing (or comparable certificate) from the appropriate Governmental Authority of the jurisdiction in which Buyer is organized, as of a date not earlier than 10 days prior to the Closing Date; (iv) evidence reasonably satisfactory to Seller that Buyer has obtained a buyer-side representations and its subsidiarieswarranties insurance policy (the “R&W Policy”), solely for the benefit of Buyer, with a retention amount of not more than 1.0% of the Purchase Price with no Seller indemnitee and a policy limit of not less than $25,000,000, on terms reasonably acceptable to Buyer, which R&W Policy shall be in full force and effect at the Closing and shall provide, at a minimum, coverage for breaches of the Fundamental Representations for a period of six years; (v) releases, each in substantially the form attached hereto as Exhibit C in favor of each resigning officer and manager of each of the Acquired Entities; (vi) duly executed counterparts of each Noncompetition Agreement; and (iiivii) Charters all other agreements, documents, instruments or Operating Agreements, as certified certificates required to be delivered by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries. (iv) copies of all resolutions and/or unanimous written consent actions adopted by Seller at or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable prior to the receiving partyClosing pursuant to ARTICLE VI of this Agreement.

Closing Deliveries. At Closing the parties will deliver Closing: (a) Xxxxxx Europe and the Families’ Agents shall deliver, or cause to be delivered the following in form and substance reasonably satisfactory (with certified copies delivered to the other parties: (a) ACS2 will deliver each others), to the LLC stock certificates evidencing all Advanced StockNewco, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders. (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic Bidco and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitationPE Fund: (i) Certificates duly completed signed transfer forms (ordres de mouvement) in favor of Existence and/or "Good Standing" regarding Newco or Bidco, as the delivering party and its subsidiariescase may be, certified by with respect to the appropriate Secretary Target Shares sold or contributed to Newco or Bidco, as the case may be, pursuant to this Agreement, which when all such transfer forms are taken together, effect the transfer to Newco or Bidco, as the case may be, of State and dated within ten (10) business days of all the Target Shares to be delivered as at the Closing; (ii) Incumbency Certificates certifying duly completed and signed tax transfer forms (formulaire Cerfa n°2759 DGI) in respect of all the identity Target Shares to be sold to Bidco in accordance with the terms of this Agreement (three (3) original copies per Seller), it being expressly agreed that Bidco shall sign such forms and that a single tax transfer form shall be completed for sold shares originally divided between bare ownership (nue-propriété) and usufruct (usufruit); (iii) the up-to-date transfer register (registre des mouvements de titres) and the shareholders’ accounts (fiches individuelles d’actionnaires) of the officers Target duly indicating the transfer to Newco or Bidco, as the case may be, of all the Target Shares to be transferred at the Closing, free and clear of all Encumbrances; (iv) the subscription forms corresponding to the subscriptions described in Sections 3.2 to 3.4 and 4.1 to 4.4; (v) the minutes of the delivering party extraordinary general meeting of the Target’s shareholders (actionnaires commanditaires) and the meeting of the Target’s unlimited partners (associés commandités) which, inter alia, approve and authorize, subject to the Closing, the Conversion of the Target, approve Newco and Bidco as new Shareholders of the Target and, as the case may be, approve the pledge to be granted to the Banks and its subsidiariesbeneficiary; Table of Contents (vi) a copy of the powers of attorney, in agreed form, for each Seller that shall not attend the Closing; (vii) reliance letters for the VDD Report to Newco, Bidco and the Banks in satisfactory form for them; (viii) a copy of the Xxxxxx Gras Savoye Ré Agreement duly signed, according to Clause 10.3; and (iiiix) Charters or Operating Agreements, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, a copy of the delivering party duly completed signed transfer forms in favor of Target and its subsidiariesthe corresponding duly completed and signed tax transfer forms for the Xxxxx Minority Shares and the Gras Minority Shares, according to Section 9.4. (ivb) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf Bidco and the PE Fund shall deliver to Xxxxxx Europe and the Families’ Agents evidence of the board of directors and, if applicable, wire transfers relating to the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as full payment of the date of Closing Purchase Price in form reasonably acceptable to the receiving partyaccordance with Section 8.2.

Closing Deliveries. At Closing Parent and Merger Sub must have caused the parties will deliver or cause following documents to be delivered the following in form and substance reasonably satisfactory (or tendered subject only to the other parties: (aClosing) ACS2 will deliver to the LLC stock certificates evidencing all Advanced Stock, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders. (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitationCompany: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiariesEscrow Agreement, certified executed by the appropriate Secretary of State and dated within ten (10) business days of ClosingParent; (ii) Incumbency Certificates the Exchange Agent Agreement executed by the Exchange Agent and Parent; (iii) the Registration Rights Agreement, attached hereto as Exhibit D, executed by Parent and all other Persons party thereto except Company Shareholders; (iv) offer letters in substantially the form of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of good standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificate, dated as of the Closing Date, executed by duly authorized officers of Parent and Merger Sub, certifying the identity satisfaction of the conditions set forth in Sections 7.3(a) and (b); (vii) a certificate of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or actions of Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Parent executing this Agreement and any other document relating to the delivering party and its subsidiariestransactions contemplated hereby; and (iiiviii) Charters or Operating Agreements, as certified by a certificate of the appropriate Secretary of State within ten (10) business days of Closing, Merger Sub certifying and Bylaws, as certified by an appropriate officer as of Closing, attaching copies of the delivering party bylaws of Merger Sub, certifying and its subsidiaries. (iv) copies attaching all requisite resolutions or actions of all resolutions and/or unanimous written consent actions adopted by or on behalf of the Merger Sub’s board of directors and, if applicable, and stockholders approving the stockholders execution and delivery of each party authorizing this Agreement and the consummation of the transactions contemplated hereunderhereby, certified by an officer as and certifying to the incumbency of the date officers of Closing in form reasonably acceptable Merger Sub executing this Agreement and any other document relating to the receiving partytransactions contemplated hereby.

Closing Deliveries. At Closing the Closing, the parties will shall deliver or cause to be delivered the following in form and substance reasonably satisfactory to the other partiesfollowing: (a) ACS2 will Each Contributor shall deliver to the LLC stock certificates evidencing all Advanced StockCompany the following: (i) a copy of the Contribution and Assumption Agreement, duly endorsed executed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders.such Contributor; (bii) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (an affidavit from such Contributor substantially in the form attached hereto as Exhibit 6.14(d).)G, duly executed by such Contributor; (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representationa copy of the Registration Rights Agreement substantially in the form attached hereto as Exhibit H (the “Registration Rights Agreement”), warranty duly executed by such Contributor; (iv) with respect to Xxxxxxx Xxxxxx and covenant Xxxxxxx Xxxxxx, a copy of the Stockholders Agreement substantially in the form attached hereto as Exhibit I (the “Stockholders Agreement”), duly executed by Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxx, as applicable; (v) any other documents that are in the possession of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver Contributor or which can be obtained through such customary certificates of its officers and such other customary closing documentation as may be Contributor’s reasonable efforts which are reasonably requested by the other partiesCompany or reasonably necessary or desirable to assign, including without limitationtransfer, convey, contribute and deliver the Remaining Company Interests and effectuate the transactions contemplated hereby; and (vi) a certification regarding the accuracy in all material respects of the representations and warranties of the Contributors contained in this Agreement as of the Closing Date. (b) The Company shall deliver to each Contributor the following: (i) the Share Certificates or evidence of Existence delivery of uncertificated Common Shares by book-entry and/or "Good Standing" regarding other evidence of the delivering party and its subsidiaries, certified by the appropriate Secretary transfer of State and dated within ten (10) business days of ClosingCommon Shares to such Contributor; (ii) Incumbency Certificates certifying the identity a copy of the officers Contribution and Assumption Agreement, duly executed by the Company; (iii) a copy of the delivering party and its subsidiariesRegistration Rights Agreement, duly executed by the Company; and (iiiiv) Charters or Operating Agreements, as certified by a certification regarding the appropriate Secretary accuracy in all material respects of State within ten (10) business days the representations and warranties of Closing, and Bylaws, as certified by an appropriate officer the Company contained in this Agreement as of Closing, of the delivering party and its subsidiariesClosing Date. (ivc) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf The Company shall deliver to Xxxxxxx Xxxxxx a copy of the board of directors andStockholders Agreement, if applicable, duly executed by the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving partyCompany and Column.

Closing Deliveries. (i) At Closing the parties Closing, Seller will deliver or cause to be delivered deposit with Escrow Agent the following in form documents executed and substance reasonably satisfactory to the other partiesacknowledged, as applicable: (a1) ACS2 will deliver to the LLC stock certificates evidencing all Advanced Stock, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders.Deed; (b2) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock Xxxx of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached.Sale; (c3) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, Assignment of Resident Agreements; (4) the Assignment of Rights; (5) the Assignment of Trade Names; (6) an owner’s affidavit in the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue reasonably agreed to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3.by the parties; (d7) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (a non-foreign affidavit in the form attached hereto as Exhibit 6.14(d16(b)(i)(7).); (e) Advanced 8) a transition services agreement which will deliver be negotiated by the cancellation agreements referenced parties in Section 1.7; provided, however, that Advanced good faith during the Due Diligence Period and will not be deemed allow New Operator to transition operations of the Facility in breach of this Agreement if it fails to obtain an orderly manner after Closing (the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs.“Transition Services Agreement”); (f9) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing.Holdback Escrow Agreement; (g10) Each party will deliver an opinion a counterpart original of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies).a Washington State Real Estate Excise Tax Affidavit; and (h11) Each party shall deliver such customary certificates of its officers and such other customary closing documentation items as may be reasonably requested by in order for Seller to comply with the other parties, including without limitation: (i) Certificates terms of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of Closing;this Agreement. (ii) Incumbency Certificates certifying At the identity Closing, Purchaser shall deposit with Escrow Agent the following: (1) the Purchase Price less the Deposit; (2) executed counterparts of the officers Assignment of Resident Agreements, the Assignment of Rights, the Assignment of Trade Names, the Transition Services Agreement and the Holdback Escrow Agreement; (3) one-half (1/2) of the delivering party basic escrow fee; (4) any and all transfer, excise, sales tax, stamp and similar fees and taxes; (5) all escrow fees and charges allocable to Purchaser’s financing for this transaction and its subsidiariesshare of prorated items; (6) an executed counterpart original of a Washington State Real Estate Excise Tax Affidavit; and (iii7) Charters or Operating Agreements, such other items as certified by may be reasonably requested in order for Purchaser to comply with the appropriate Secretary terms of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiariesthis Agreement. (iviii) copies Seller shall pay the recording fee on the Deed; the cost of all resolutions and/or unanimous written consent actions adopted by or on behalf a standard owner’s title insurance policy; one-half (1/2) of the board escrow fee, other than any portion thereof allocable to Purchaser’s financing for this transaction; and its share of directors andprorated items. Each party shall pay its own attorneys’ fees. Purchaser shall be responsible for any premiums, if applicablecosts or charges for extended title coverage, the stockholders of each party authorizing the transactions contemplated hereunderendorsements, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving partylender’s coverage, and all other similar amounts.

Closing Deliveries. (a) At Closing the parties Closing, the Seller and/or CGI will deliver or cause to be delivered to the following Buyer: (i) a transition services Agreement by and between the Buyer and CGI (the “Transition Services Agreement”) in substantially the form of Exhibit F attached hereto; (ii) a bxxx of sale in substantially the form of Exhibit B attached hereto (the “Bxxx of Sale”), duly executed and delivered by the Seller; (iii) an assignment and assumption agreement by and between the Buyer and CGI in substantially the form of Exhibit C attached hereto (the “Assignment and Assumption Agreement”), duly executed and delivered by CGI and applicable Subsidiaries of CGI; (iv) an assignment and assumption and license-back agreement in respect of the Purchased Intellectual Property in substantially the form of Exhibit D attached hereto (the “IP Assignment and License Back Agreement”), duly executed and delivered by the Seller; (v) a declaration by Rxxxxxx Jxxxx & Associates, Inc. (“RJA”) issued to CGI and the Seller (with a copy delivered by CGI to the Buyer) that summarizes the marketing process it has run for CGI, in sufficient detail to permit CGI to assess the adequacy of the process and the Seller to consider the commercial reasonableness of a private foreclosure sale to the Buyer, it being understood that such summary shall generally describe (with such redactions as are necessary to comply with the terms of any existing confidentiality agreements), the period(s) during which the marketing process occurred, the number of parties contacted, the number of parties that executed non-disclosure agreements, the number of parties that engaged in diligence, bids received to date and assets bid on (the “RJA Declaration”); (vi) UCC-3 termination statements terminating all financing statements filed against CGI, except with respect to the Equipment Leases; (vii) payoff letters and releases (in form and substance reasonably satisfactory to the other parties:Buyer) in respect of all debt repayment amounts set forth on Section 2.7(a)(vii) of the CGI Disclosure Schedule, and evidence of the release of Encumbrances, if any, associated with such amounts or evidence reasonably satisfactory to the Buyer and IDXG that upon receipt of the applicable payoff amount, the holder of Indebtedness thereof will release such Encumbrances (collectively, the “Payoff Letters”); (aviii) ACS2 will deliver to an assignment and assumption agreement by and between the LLC stock certificates evidencing all Advanced Stock, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed Buyer and CGI in breach of this Agreement if it fails to obtain the same from its shareholders. (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, substantially in the form of which is Exhibit G attached hereto as Exhibit 6.14(c(the “Equipment Lease Assignment and Assumption Agreement”). The LLC will issue to Dynamic , duly executed and ACS2 Contribution Consideration as contemplated under Section 1.3.delivered by CGI and/or applicable Subsidiaries of CGI; (dix) ACS2 the Consents and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests Government Authorizations set forth in the LLCSchedule 2.7(a)(ix) (collectively, (in the form attached hereto as Exhibit 6.14(d“Closing Consents”).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(iesBuyer; (x) the Funds Flow, duly executed by Seller and CGI; (xi) the Excess Consideration Note, duly executed by the Seller; (xii) affidavits from each of Seller, CGI and Gentris, LLC of non-foreign status, satisfying the requirements of Treasury Regulations Section 1.445-2(b); and (xiii) a bxxx of sale in substantially the form of Exhibit K attached hereto (the “Company Bxxx of Sale”), duly executed and delivered by CGI and/or applicable Subsidiaries of CGI. (hb) Each party shall deliver such customary certificates of At the Closing, the Buyer will deliver, or cause to be delivered, to the Seller or its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitationdesignee/assignee: (i) Certificates by wire transfer of Existence and/or "Good Standing" regarding immediately available funds, the delivering party payments required by, and its subsidiariesin accordance with, certified by the appropriate Secretary of State and dated within ten (10) business days of Closing;Section 2.8; and (ii) Incumbency Certificates certifying the identity Bxxx of Sale, the officers Company Bxxx of Sale, the delivering party Assignment and its subsidiaries; andAssumption Agreement, the IP Assignment and License-Back Agreement, the Transition Services Agreement, the Equipment Lease Assignment and Assumption Agreement, the Excess Consideration Note and the Funds Flow, each duly executed and delivered by the Buyer. (iiic) Charters At the Closing, the Buyer will deliver, or Operating Agreementscause to be delivered to CGI: the Bxxx of Sale, as certified the Company Bxxx of Sale, the Assignment and Assumption Agreement, the IP Assignment and License-Back Agreement, the Equipment Lease Assignment and Assumption Agreement and the Transition Services Agreement, in each case duly executed and delivered by the appropriate Secretary of State within ten Buyer. (10d) business days of At the Closing, and Bylawsthe Seller will deliver, as certified by an appropriate officer as of Closingor cause to be delivered, to CGI (i) evidence, reasonably satisfactory to CGI, of the delivering party and its subsidiaries. (iv) copies release of all resolutions and/or unanimous written consent actions adopted Encumbrances held by, or existing in respect of Indebtedness due to the Seller and SVB, and (ii) by or on behalf wire transfer of the board of directors and, if applicableimmediately available funds, the stockholders of each party authorizing applicable payment amounts set forth on the transactions contemplated hereunder, certified by an officer as of the date of Closing Funds Flow in form reasonably acceptable to the receiving partyaccordance with Section 2.8.

Closing Deliveries. At Closing the parties will deliver or cause to be delivered the following in form and substance reasonably satisfactory Subject to the other partiesterms and conditions hereof, at the Closing: (a) ACS2 will the Seller shall deliver to the LLC stock Buyer certificates evidencing all Advanced Stock, representing the Shares duly endorsed by ACS2 for transfer to the Buyer, or with separate stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails attached thereto duly endorsed for transfer to obtain the same from its shareholders.Buyer; (b) Dynamic will the Buyer shall deliver to the LLC stock certificates evidencing Seller the outstanding capital stock Estimated Payment Amount, by wire transfer of immediately available funds to a bank account designated by the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached.Seller in writing prior to the Closing; (c) Advanced, Dynamic and the LLC will each execute and Buyer shall deliver Acceptance and Contribution Contracts, to the form Seller a certificate representing the number of which is attached hereto as Exhibit 6.14(c). The LLC will issue shares of Buyer Common Stock to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3.be issued by the Buyer to the Seller at the Closing; (d) ACS2 the closing certificates and Dynamic other documents required to be delivered pursuant to this Agreement will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).)be exchanged; (e) Advanced will the Seller shall deliver to the cancellation agreements referenced in Section 1.7; providedBuyer copies of resolutions of the Seller and Berwind certified by the Secretary of the Seller and Berwind, howeverrespectively, that Advanced will not be deemed in breach authorizing the execution, delivery and performance of this Agreement if it fails to obtain and the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs.transactions contemplated hereby; (f) Each party will the Buyer shall deliver to the other parties a certificate Seller copies of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as resolutions of the Closing, and (iii) each representation, warranty and covenant Board of such party under the Merger Agreement is true and correct at the Closing as if made on and as Directors of the Closing.Buyer certified by the Secretary of the Buyer, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (g) Each party will the Seller shall deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(iesBuyer documents evidencing the termination of the agreements and delivery of documents described in Section 3.2(h) and (i). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of Closing; (ii) Incumbency Certificates certifying the identity of the officers of the delivering party and its subsidiaries; and (iii) Charters or Operating Agreements, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.

Closing Deliveries. At (a) On or prior to the Closing with respect to the parties will Purchasers listed on Annex A hereto the Company shall issue, deliver or cause to be delivered to each such Purchaser the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) unless alternative arrangements are agreed to with a particular Purchaser, facsimile copies of one or more stock certificates, free and clear of all restrictive and other legends except as provided in form Section 4.1(b) hereof, evidencing the Shares subscribed for by such Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit C-2 hereto (the “Stock Certificates”), with the original Stock Certificates delivered within three (3) Business Days of Closing; (iii) a Warrant, executed by the Company and substance reasonably satisfactory registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit C-2 hereto, pursuant to which such Purchaser shall have the other parties:right to acquire such number of Warrant Shares equal to 100% of the number of Shares purchased by such Purchaser on the Closing Date, on the terms set forth therein; (iv) the Registration Rights Agreement, duly executed by the Company; (v) duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Transfer Agent; (vi) a certificate of the Company (the “Officer’s Certificate”), dated as of the Closing Date, (a) ACS2 will deliver to certifying the LLC stock certificates evidencing all Advanced Stock, resolutions adopted by the Board of Directors of the Company or a duly endorsed authorized committee thereof approving the transactions contemplated by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain and the same from its shareholders. other Transaction Documents and the issuance of the Securities and the reservation for issuance of the Warrant Shares, (b) Dynamic will deliver to certifying the LLC stock certificates evidencing the outstanding capital stock current versions of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. Certificate of Incorporation, as amended, and bylaws of the Company (c) Advancedcertifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).)E and (d) certifying good standing certificates with respect to the Company and its Subsidiary World Hearts Inc. from the Secretary of State of the State of Delaware, dated a recent date before the Closing Date; (evii) Advanced will deliver the cancellation agreements referenced Compliance Certificate referred to in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies5.1(g). (hb) Each party On or prior to the Closing with respect to the Purchasers listed on Annex A hereto each such Purchaser shall deliver such customary certificates of its officers and such other customary closing documentation as may or cause to be reasonably requested by delivered to the other parties, including without limitation:Company the following (the “Purchaser Deliverables”): (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiariesthis Agreement, certified duly executed by the appropriate Secretary of State and dated within ten (10) business days of Closingsuch Purchaser; (ii) Incumbency Certificates certifying its Subscription Amount, in United States dollars and in immediately available funds, in the identity of amount set forth as the officers of “Aggregate Purchase Price (Subscription Amount)” indicated below such Purchaser’s name on the delivering party applicable signature page hereto by wire transfer to the Company’s account as previously provided to the Purchasers; (iii) the Registration Rights Agreement, duly executed by such Purchaser; (iv) a fully completed and its subsidiariesduly executed Selling Stockholder Questionnaire in the form attached as Annex B to the Registration Rights Agreement; and (iiiv) Charters or Operating Agreementsa fully completed and duly executed Accredited Investor Questionnaire and Stock Certificate Questionnaire in the forms attached hereto as Exhibits C-1 and C-2, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiariesrespectively. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.

Closing Deliveries. At Closing (a) On or prior to the parties will Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following in form and substance reasonably satisfactory to (the other parties:“Company Deliverables”): (ai) ACS2 will deliver to the LLC stock certificates evidencing all Advanced Stockthis Agreement, duly endorsed executed by ACS2 or with stock powers attached; providedthe Company; (ii) as the Company and such Purchaser agree, howeverthe Company shall cause the Transfer Agent to issue, in book-entry form the number of Preferred Shares specified on such Purchaser’s signature page hereto (or, if the Company and such Purchaser shall have agreed, as indicated on such Purchaser’s signature pages hereto, that ACS2 such Purchaser will not be deemed receive Stock Certificates for their Preferred Shares, then the Company shall instead instruct the Transfer Agent to issue such specified Stock Certificates registered in breach the name of this Agreement if it fails to obtain such Purchaser or as otherwise set forth on the same from its shareholders.Stock Certificate Questionnaire); (biii) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock a legal opinion of Company Puerto Rican Counsel, dated as of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic Closing Date and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).)D, executed by such counsel and addressed to the Purchasers; (eiv) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach a legal opinion of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering partyCompany U.S. Counsel, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing Date and in the form attached hereto as if made Exhibit E, executed by such counsel and addressed to the Purchasers; (v) the Registration Rights Agreement, duly executed by the Company (which shall be delivered on the date hereof); (vi) the AST Escrow Agreement, duly executed by the Company and AST (which shall be delivered on the date hereof); (vii) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F (the “Secretary’s Certificate”), dated as of the ClosingClosing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the Certificate of Incorporation, as amended, and (iii) each representationby-laws, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as amended, of the Closing.Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; and (gviii) Each party will deliver an opinion of its legal counsel, the Compliance Certificate referred to in form and substance reasonably acceptable to the receiving party(iesSection 5.1(f). (hb) Each party Purchaser shall deliver such customary certificates of its officers and such other customary closing documentation or cause to be delivered to the Company or the Escrow Agent, as may be reasonably requested by applicable, the other parties, including without limitation:following (the “Purchaser Deliverables”): (i) Certificates of Existence and/or "Good Standing" regarding On or prior to the delivering party date hereof: a) this Agreement, duly executed by such Purchaser; b) the Registration Rights Agreement, duly executed by such Purchaser; c) a Custodian Agreement, if applicable, duly executed by such Purchaser; d) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and the Stock Certificate Questionnaire in the forms attached hereto as Exhibits C-1 and C-2 , respectively; and e) if such Purchaser is not a Section 2.1(c)(iii) Purchaser, its subsidiariesSubscription Amount, certified in United States dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the appropriate Secretary of State and dated within ten (10) business days of Closing;Escrow Account in accordance with the Escrow Agent’s written instructions. (ii) Incumbency Certificates certifying the identity of the officers of the delivering party and its subsidiaries; and (iii) Charters On or Operating Agreements, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable prior to the receiving partyClosing Date: a) if such Purchaser is a Section 2.1(c)(iii) Purchaser, then such Purchaser shall deliver or cause to be delivered to the Company on or prior to the Closing Date, its Subscription Amount, in United States dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer in accordance with the Company’s written instructions.

Closing Deliveries. (a) At Closing the parties will Closing, the Sellers shall deliver or cause to be delivered to the Purchaser the following in form and substance reasonably satisfactory (the “Seller Deliverables”): (i) The duly executed Assignment by the Sellers; (ii) The duly executed signature page of the Registration Rights Agreement for the Sellers; (iii) A certificate executed by each Seller to the other parties:effect that, except as otherwise stated in such certificate, each of such Seller’s representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respect as of the Closing Date; (aiv) ACS2 will The Amended and Restated NP Operating Agreement executed by each member of NP; (v) The Bogachev Indemnity, executed by Xxxxxxx X. Xxxxxxxx; and (vi) Such other documents, certifications or evidence of the Sellers’ authority reasonably requested by the Purchaser or its counsel, as well as such other documents or instruments contemplated by this Agreement. (b) At the Closing, the Purchaser shall deliver or cause to be delivered to the LLC stock Sellers the following (the “Purchaser Deliverables”): (i) A certificate or certificates evidencing all Advanced Stockrepresenting the shares of the Purchaser Common Stock issuable to the Sellers pursuant to Section 2.2(a), duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not the Purchaser’s delivery shall be deemed in breach of this Agreement if it fails subject to obtain the same from its shareholders. (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or compliance with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers NASDAQ notification rules for insider issuances and such other customary closing documentation time as may be reasonably requested by the other parties, including without limitation: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of Closingis necessary for AST to issue such certificate(s); (ii) Incumbency Certificates certifying the identity The balance of the officers of the delivering party and its subsidiaries; andPurchase Price in immediately available funds pursuant to Section 2.2(b); (iii) Charters or Operating Agreements, as certified The duly executed acceptance of the Assignment by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries.Purchaser; (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf The duly executed signature page of the board Registration Rights Agreement for the Purchaser; (v) A certificate executed by the Purchaser to the effect that, except as otherwise stated in such certificate, each of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer Purchaser’s representations and warranties in this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing in form reasonably acceptable Date; (vi) A duly executed counterpart signature page to the receiving partyNP Operating Agreement for the Purchaser; and (vii) Such other documents, certifications or evidence of the Purchaser’s authority reasonably requested by the Sellers or their counsel, as well as such other documents or instruments contemplated by this Agreement.

Closing Deliveries. At Closing the Closing, each of the following parties will shall deliver or cause to be delivered the following in form and substance reasonably satisfactory to the other parties:designated party or parties all of the following, and in the case of executed agreements, documents or instruments, in each case executed by the Party or a duly authorized representative of the Party on such Party's behalf; (a) ACS2 will The PEARL Parties shall deliver to the LLC stock Purchaser: (i) endorsed share certificates evidencing all Advanced Stock, duly endorsed by ACS2 or with stock powers attached; providedfor 100% of the outstanding shares of the PEARL Common Stock held by the PEARL Parties; (ii) resolutions of the board of directors of PEARL approving and authorizing the execution, however, that ACS2 will not be deemed in breach delivery and performance by it of this Agreement if and the Ancillary Agreements to which it fails is a party and the consummation by it of the transactions described in this Agreement and the Ancillary Agreements attached hereto as Exhibit E; (iii) Executed counterparts of Employment Agreements with each of the key employees of the PEARL Group Members which Purchaser may designate prior to obtain Closing in substantially the same form attached hereto as Exhibit C (the "Employment Agreements"). (iv) Consents from its shareholders.third parties, including any governmental entity, landlord or other person material to the business of any PEARL Group Member and necessary, in the reasonable opinion of Purchaser, for the consummation by Purchaser of the transactions contemplated hereby; and (v) all other items required to be delivered pursuant to the provisions of this Agreement; (b) Dynamic will Purchaser shall deliver to Seller: (i) all items required to be delivered pursuant to the LLC stock certificates evidencing the outstanding capital stock provisions of this Agreement; (ii) resolutions of the Dynamic Subsidiaries duly endorsed board of directors of EPIC approving and authorizing the execution, delivery and performance by Dynamic or with stock powers attached. (c) Advanced, Dynamic it of this Agreement and the LLC will each execute Ancillary Agreements to which it is a party and deliver Acceptance the consummation by it of the transactions described in this Agreement and Contribution Contracts, the form of which is Ancillary Agreements attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3.F; and (diii) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (indemnification agreement substantially in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver G wherein EPIC agrees to indemnify, defend and hold the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach Shareholders harmless from any claims or liabilities of this Agreement if it fails any type relating to obtain the same from the individual holders of Advanced Warrants, Advanced Options any personal guaranties made by and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of Closing; (ii) Incumbency Certificates certifying the identity of the officers of the delivering party and its subsidiaries; and (iii) Charters or Operating Agreements, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries. (iv) copies of all resolutions and/or unanimous written consent actions adopted by Shareholders for or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving partyany PEARL Group Member.

Closing Deliveries. At (a) On or prior to the Closing with respect to the parties will Purchasers listed on Annex A hereto, the Company shall issue, deliver or cause to be delivered to such Purchaser the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) a legal opinion of Company Counsel dated as of the Closing Date and addressed to such Purchasers; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) a copy of the duly executed Irrevocable Transfer Agent Instructions delivered to and acknowledged in form and substance reasonably satisfactory writing by the Transfer Agent relating to the issuance of stock certificates, free and clear of all restrictive and other parties:legends except as provided in Section 4.1(b) hereof, evidencing the Shares subscribed for by the Purchasers hereunder, to be registered in the names provided by the Purchasers as set forth in Section 1 of the Subscription Booklet (the “Stock Certificates”) delivered to the Company pursuant to Section 2.2(b)(iii), with the original Stock Certificates to be delivered to the addresses provided by the Purchasers in such Subscription Booklet within six (6) Business Days following the Closing; provided, however that the copy of the Irrevocable Transfer Agent Instructions and all attachments thereto delivered to Purchasers in compliance with this Section 2.2(a)(iv) shall be redacted to exclude the mailing address and tax identification number of each such Purchaser.; (v) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) ACS2 will deliver to certifying the LLC stock certificates evidencing all Advanced Stock, resolutions adopted by the Board of Directors of the Company or a duly endorsed authorized committee thereof approving the transactions contemplated by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain and the same from its shareholders. other Transaction Documents and the issuance of the Securities, (b) Dynamic will deliver to certifying the LLC stock certificates evidencing the outstanding capital stock current versions of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. certificate of incorporation, as amended, and bylaws of the Company and (c) Advancedcertifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).)E; (evi) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party(the “Compliance Certificate”), dated as of Closingthe Closing Date and signed by the Company’s Chief Executive Officer or its Chief Financial Officer, certifying that to the fulfillment of the conditions specified in Sections 5.1(a) and (ib) each covenant in the form attached hereto as Exhibit F. (vii) a certificate evidencing the formation and obligation good standing of such party hereunder has been complied withthe Company issued by the Secretary of State of the State of Nevada, as of a date within five (ii5) each representation, warranty and covenant days of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the ClosingDate. (gb) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable On or prior to the receiving party(ies). (h) Each party Closing with respect to the Purchasers listed on Annex A hereto, each Purchaser shall deliver such customary certificates of its officers and such other customary closing documentation as may or cause to be reasonably requested by delivered to the other parties, including without limitation:Company the following (the “Purchaser Deliverables”): (i) Certificates this Agreement, duly executed by such Purchaser by its execution and delivery of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by Omnibus Signature Page included in the appropriate Secretary of State and dated within ten (10) business days of ClosingSubscription Booklet; (ii) Incumbency Certificates certifying its Subscription Amount, in United States dollars and in immediately available funds, by wire transfer to the identity of Escrow maintained by the officers of Escrow Agent as previously provided to the delivering party and its subsidiariesPurchasers; and (iii) Charters or Operating Agreements, as certified a Subscription Booklet that is fully completed and duly executed by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of Purchaser in all respects in accordance with the delivering party and its subsidiariesinstructions set forth in the Subscription Booklet. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.

Closing Deliveries. (a) At least five (5) Business Days prior to the Closing the parties will (except as noted below), Borrower shall issue, deliver or cause to be delivered to Initial Lender the following following: the Note, free and clear of all restrictive and other legends (except as provided in form and substance reasonably satisfactory to the other parties: (a) ACS2 will deliver to the LLC stock certificates evidencing all Advanced Stock, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders. (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is Note attached hereto as Exhibit 6.14(cA). The LLC will issue , duly executed by Borrower, to Dynamic be held in escrow and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver released upon the Operating Agreement regarding their ownership interests in the LLCClosing; a notice of borrowing, (substantially in the form attached hereto as Exhibit 6.14(dB, delivered by 10:00 a.m. (New York, New York time) (the “Notice of Borrowing”).. a legal opinion of Borrower’s counsel, dated as of the Closing Date and substantially in the form attached hereto as Exhibit C, executed by such counsel and addressed to Lenders, to be released upon the Closing; a certificate of the Secretary of Borrower, in the form attached hereto as Exhibit D, dated as of the Closing Date, to be held in escrow and released upon the Closing, certifying: (A) the resolutions adopted by the board of directors of Borrower (the “Board”) or a duly authorized committee thereof approving the borrowing of the Term Loan and approving the other transactions contemplated by this Agreement; (B) the current versions of the organizational documents and bylaws of Borrower; and (C) as to the signatures and authority of persons signing this Agreement and related documents on behalf of Borrower; a certificate of the Chief Executive Officer, President or Chief Financial Officer of Borrower, in the form attached hereto as Exhibit E, dated as of the Closing Date, to be held in escrow and released upon the Closing, certifying to the fulfillment of the conditions specified in 0(a) , 0(b) and 0(d); a certificate of existence or good standing for Borrower from each of the jurisdictions of Borrower’s incorporation and Borrower’s principal place of business, each as of a recent date; a certificate of existence or good standing for the Bank from the jurisdiction of the Bank’s formation as of a recent date; and a transfer to Initial Lender or its designee, in immediately available funds, of: (eA) Advanced will deliver the cancellation agreements referenced closing fee indicated in Section 1.7(b); and (B) a reimbursement to Lender of all of Lender’s reasonable transactional expenses in excess of $5,000; provided, however, that Advanced will not the maximum amount of transactional expenses for which Borrower shall reimburse Lender shall be deemed in breach $5,000; provided further, that the amounts payable hereunder may be paid through a net settlement of this Agreement if it fails the Term Loan amount to obtain the same from the individual holders of Advanced Warrants, Advanced Options be transferred to Borrower pursuant to Section 1.1 and Advanced SARsSection 1.9(b)(ii) below. (fb) Each party will deliver On or prior to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, Initial Lender shall deliver or cause to be delivered to Borrower the following: Schedule C, indicating the principal amount of the Term Loan and the applicable interest rate, either attached to this Agreement, duly executed by the Initial Lender, or, if this Agreement has previously been delivered, in a separate written notice to Borrower; and a transfer to Borrower, in immediately available funds, of an amount equal to the principal value of the Term Loan extended (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as option of Initial Lender, net of any amounts due to Initial Lender pursuant to Section 1.9(a)), in accordance with written wire transfer instructions indicated in the Notice of Borrowing delivered by Borrower to Initial Lender at least five Business Days prior to the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of Closing; (ii) Incumbency Certificates certifying the identity of the officers of the delivering party and its subsidiaries; and (iii) Charters or Operating Agreements, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.

Closing Deliveries. At On or prior to the Closing Date, the parties will deliver shall execute and deliver, or cause to be delivered executed and delivered, all of the following in form documents and substance instruments reasonably satisfactory required to effectuate, consummate and implement the other parties:terms and conditions of this Agreement (the “Closing Documents”): (a) ACS2 will deliver A separate Xxxx of Sale executed by Seller sufficient to transfer and assign to Purchaser all of Seller’s right, title and interest in and to its Assets, in substantially the LLC stock certificates evidencing all Advanced Stock, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach form of this Agreement if it fails to obtain the same from its shareholders.Exhibit “C”; (b) Dynamic will deliver A separate Assignment of Lease executed by Seller that is a party to a Real Property Lease, in substantially the form of Exhibit “D” or in such other form as may be reasonably acceptable to the LLC stock certificates evidencing Purchaser (the outstanding capital stock Lease has a form of assignment attached as an exhibit), sufficient to transfer Seller’s right, title and interest in and to the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attachedReal Property Lease to which it is a party and Leasehold Improvements thereon. (c) Advanced, Dynamic and An assumption agreement pursuant to which Purchaser shall assume the LLC will each execute and deliver Acceptance and Contribution Contracts, Assumed Liabilities (the “Assumption Agreement”) in substantially the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3.“H”; (d) ACS2 A compliance certificate executed by the appropriate officer of Seller in accordance with Section 7.6(a) and Dynamic will execute by Purchaser in accordance with Section 8.3(a) of this Agreement. (e) Queyrouze shall have executed and deliver delivered to the Operating Agreement regarding their ownership interests Purchaser non-competition agreements in the LLC, (in substantially the form attached hereto as Exhibit 6.14(d).) “E” relating, respectively to (ei) Advanced will deliver the cancellation agreements referenced in Section 1.7; providedWashington, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs(ii) Oregon. (f) Each party will deliver to A legal opinion of Seller’s counsel and counsel retained by Seller in the other parties a certificate jurisdiction of an officer of delivering partyWashington upon which Seller’s counsel bases his opinion, retained at Seller’s sole cost and expense, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counselDate, in form and substance mutually and reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers Purchaser and such other customary closing documentation the Seller, which will opine as may be reasonably requested by to the other parties, including without limitation: following: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party organization and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of Closing; valid existence; (ii) Incumbency Certificates certifying the identity of the officers of the delivering party and its subsidiariesforeign qualifications; and (iii) Charters or Operating Agreements, as certified by the appropriate Secretary of State within ten (10) business days of Closing, power and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries. authority; (iv) copies of all resolutions and/or unanimous written consent actions adopted by due authorization execution and delivery; (v) any conflicts with Seller’s organizational documents or on behalf local laws; (iv) the form of the board of directors and, if applicable, assignment; (vii) the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as enforceability of the date assignment against Seller; (viii) enforceability of the Closing in form reasonably acceptable Documents against Seller; and (ix) no undisclosed litigation. The costs of any opinions of counsel obtained by Purchaser shall be borne by Seller to the receiving partyextent that the cost of such legal opinion(s) does not exceed Five Thousand ($5,000) Dollars. To the extent that the cost of such opinion(s) exceed Five Thousand ($5,000) Dollars said cost shall be borne by Purchaser.

Closing Deliveries. At Closing the parties will deliver or cause to be delivered the following in form and substance reasonably satisfactory to the other parties: (a) ACS2 At the Closing, Purchaser and each other Investor will deliver to the LLC stock certificates evidencing all Advanced Stockdeliver, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders. (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contractsas applicable, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitationCompany: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of ClosingExit Loan Facility Agreements to which such Investor is a party; (ii) Incumbency Certificates certifying the identity Purchase Shares Purchase Price by wire transfer of immediately available funds to the officers of account designated by the delivering party and its subsidiariesCompany at least two business days prior to the Closing Date; and (iii) Charters or Operating Agreements, as certified the initial advances and the initial letters of credit contemplated by the appropriate Secretary Exit Loan Facility and the Restructuring. The Purchase Shares Purchase Price and the initial advances to be made under the Exit Loan Facility may be paid in part from the release to the Company of State within ten the Purchaser's xxxxxxx money deposit (10together with earnings thereon) business days of made pursuant to Section 1.2 hereof. (b) At the Closing, the Company, and Bylawsto the extent applicable, its Subsidiaries, will deliver, or execute and deliver as certified by an appropriate officer as of Closingapplicable, to Purchaser and the other Investors: (i) the Exit Loan Facility Agreements; (ii) the Registration Rights Agreement; (iii) one or more certificates representing the Investors' allocable portion of the delivering party Purchase Shares free and its subsidiaries.clear of any Liens; (iv) the officers' certificates referenced in Section 5.1(c); (v) such other documentation as Purchaser may reasonably request evidencing that all conditions to the Closing contained in Section 5.1 hereof have been satisfied or waived, including without limitation the exclusion of any Excluded Assets from the assets of Reorganized PSC; (vi) certified copies of all resolutions and/or unanimous written consent actions adopted by or on behalf the U.S. Bankruptcy Court Confirmation Order, to the extent required, the comparable order of the board Canadian Court, and any other relevant orders of directors andthe U.S. Bankruptcy Court or the Canadian Court in connection with the Restructuring; (vii) all other documents, if applicablecertificates, instruments or writings reasonably requested by Purchaser in connection herewith (together with the documents referred to above and the notes issuable pursuant to the Restructuring as described in Exhibit A, the stockholders "Ancillary Documents"). (c) At the Closing, the Company will deliver to Purchaser one or more certificates representing the Exit Loan Commitment Shares free and clear of each party authorizing any Liens. (d) At the transactions contemplated hereunderClosing, certified by an officer as the Company and its Subsidiaries will repay all amounts due under the Icahn DIP Facility and the Icahn DIP Approval Order from the proceeds of the date Exit Loan Facility or such other sources as the Company may determine. (e) At the Closing, the Company and its Subsidiaries shall make such other distributions to their creditors as are contemplated by the Bankruptcy Plan and the terms and conditions set forth on Exhibit A. (f) Certificates for shares of Closing in form reasonably acceptable capital stock to be delivered by the Company hereunder shall be made to the receiving partyapplicable Investor or the nominee or designee as such Investor shall specify to the Company prior to the Closing.

Closing Deliveries. At Closing (a) Except as otherwise indicated below, at the parties will Closing, Seller shall deliver or cause to be delivered the following in form and substance reasonably satisfactory to the other partiesBuyer: (ai) ACS2 will deliver each of the Ancillary Agreements (other than the Pharmacovigilance Agreement and the Quality Agreement) to which Seller or any of its Affiliates is a party, validly executed by a duly authorized officer of Seller or its applicable Affiliate; (ii) a receipt acknowledging receipt of the LLC stock certificates evidencing all Advanced StockClosing Payment in satisfaction of Buyer’s obligations pursuant to Section 2.3.1, validly executed by a duly endorsed by ACS2 or with stock powers attachedauthorized representative of Seller; (iii) the tangible Purchased Assets; provided, howeverthat (A) delivery shall, unless the Parties otherwise mutually agree, be to the locations set forth in Schedule 2.4.2(a)(iii) and which may be delivered (1) [***] with respect to Sections 2.1.1(a) (Purchased Regulatory Approvals) and 2.1.1(b) (Purchased Regulatory Documentation), (2) [***] with respect to Section 2.1.1(d) (Purchased Intellectual Property) [***] under Section 2.1.1(c) and, (3) [***] and (B) Seller may retain copies of the Purchased Regulatory Documentation included within the Purchased Assets (and, for the avoidance of doubt, prior to delivering or making available any files, documents, instruments, papers, books and records constituting Purchased Regulatory Documentation to Buyer, Seller shall be entitled to redact from such files, documents, instruments, papers, books and records any information to the extent that ACS2 will it does not be deemed in breach of this Agreement if it fails relate to obtain the same from its shareholdersProduct Business); (iv) the Seller FDA Transfer Letter; and (v) the Seller Health Canada Transfer Letter. (b) Dynamic will At the Closing, Buyer shall deliver the following to the LLC stock certificates evidencing the outstanding capital stock Seller: (i) each of the Dynamic Subsidiaries Ancillary Agreements (other than the Pharmacovigilance Agreement and the Quality Agreement) to which Buyer or any of its Affiliates is a party, validly executed by a duly endorsed by Dynamic authorized officer of Buyer or its applicable Affiliate; (ii) the Closing Payment in accordance with stock powers attachedSection 2.3.1 (along with a U.S. Federal Reserve reference or similar number evidencing execution of such payment); (iii) the Buyer FDA Transfer Letter; and (iv) the Buyer Health Canada Transfer Letter. (c) AdvancedBuyer shall conduct a quality and completeness review of the Purchased Regulatory Documentation transferred to it pursuant to Section 2.4.2(a)(iii) promptly following such transfer and, Dynamic within 30 days after such transfer, shall notify Seller in writing of any problems or issues experienced by Buyer regarding the completeness, navigation or readability of such transferred Purchased Regulatory Documentation that Buyer reasonably and in good faith believes are related to the LLC will each execute transfer of such Purchased Regulatory Documentation (and deliver Acceptance and Contribution Contractsnot, the form of which is attached hereto as Exhibit 6.14(cfor example, related to Buyer system capabilities or compatibility). The LLC will issue Seller shall use its commercially reasonable efforts to Dynamic and ACS2 Contribution Consideration assist Buyer in remedying any such problems or issues (if any) as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto soon as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach reasonably practicable following Seller’s receipt of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as Buyer’s notice of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closingsame. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of Closing; (ii) Incumbency Certificates certifying the identity of the officers of the delivering party and its subsidiaries; and (iii) Charters or Operating Agreements, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.

Closing Deliveries. At Closing or prior to the parties will Closing: (a) The Acquirer shall: (i) deliver the Escrow Shares to the Escrow Agent to be held pursuant to the Escrow Agreement; (ii) deliver the Exchange Shares to such Owners, to such accounts as are set forth across from each Owner’s name on Schedule 2.11(a)(ii); (iii) deliver to the Owners’ Representative a counterpart signature page to the Escrow Agreement, duly executed by the Acquirer. (iv) deliver to the Owners’ Representative the counterpart signature page to the Registration Rights and Lock-Up Agreement, duly executed by the Acquirer; (v) deliver to the Owners’ Representative a certificate signed by an authorized officer of the Acquirer stating that the conditions specified in Section 8.3(a) and Section 8.3(b) have been satisfied; (vi) deliver written resignations (in each case, effective as of the Closing) of each director of the Acquirer (other than Xxxx Xxxxx); (vii) a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Acquirer, stating that the conditions specified in Sections 8.3(a), 8.3(b) and 8.3(c) have been satisfied; (viii) deliver to the Target Company and the Owners’ Representative a certificate signed by the Secretary of the Acquirer certifying as to (A) the certificate of incorporation and bylaws (or equivalent governing documents) of the Acquirer and Merger Sub, (B) the resolutions adopted by the Board of Directors of the Acquirer and Xxxxxx Sub regarding this Agreement and the transactions contemplated hereby, and (C) the names and signatures of the officers of the Acquirer and the Merger Sub authorized to sign this Agreement; and (ix) such other documents, instruments or certificate as reasonably requested by the Target Company or the Owners’ Representative. (b) The Target Company and the Owners, as applicable, shall deliver (or cause to be delivered delivered) to the Acquirer each of the following (each in a form and substance reasonably satisfactory to the other parties: (a) ACS2 will deliver to the LLC stock certificates evidencing all Advanced Stock, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders. (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation:Acquirer): (i) Certificates certificates, duly endorsed in blank or accompanied by a stock power duly endorsed in blank, or other applicable instruments of Existence and/or "Good Standing" regarding assignment, in each case, with respect to the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of ClosingTarget Company’s Equity Interests; (ii) Incumbency Certificates certificate of merger in such form as is required by the relevant provisions of the DGCL to effect the Merger; (iii) a certificate of good standing (or equivalent thereof), dated not more than ten (10) days prior to the Closing Date, with respect to the Target Company, issued by the appropriate government official of the Target Company’s jurisdiction of organization or formation; (iv) an IRS Form W-9 executed by each Owner, as applicable; (v) a counterpart signature page to the Escrow Agreement, duly executed by the Owners’ Representative; (vi) a counterpart signature page to the Registration Rights and Lock-Up Agreement, duly executed by the Owners; (vii) evidence that each Related Party Transaction (other than those set forth on Schedule 2.11(b)(vii)) has been terminated as of the Closing Date with no further liability or other losses to the Acquirer or the Target Company; (viii) written resignations (in each case, effective as of the Closing) of each manager, director or officer of the Target Company set forth on Schedule 2.11(b)(viii), duly executed by each such Person; (ix) a certificate signed by the Owners stating that the conditions specified in Sections 8.2(a), 8.2(b), and 8.2(c) have been satisfied; (x) a certificate signed by the Secretary of the Target Company dated as of the Closing Date, certifying as to (A) the identity certificate of incorporation and bylaws (or equivalent governing documents) of the Target Company, (B) the resolutions adopted by the Board of Directors of the Target Company regarding this Agreement and the Transactions contemplated hereby and (C) the names and signatures of the officers of the delivering party Target Company authorized to sign this Agreement; (xi) audited financial statements of the Target Company as of and its subsidiariesfor the fiscal years ended 2020 and 2021 in accordance with Section 12.18; (xii) evidence reasonably satisfactory to the Acquirer that all Convertible Notes have been converted into Target Company Common Stock and there are no Convertible Notes or other convertible debt instruments convertible into Target Company Equity Interests that will be outstanding as of the Effective Time; (xiii) evidence reasonably satisfactory to the Acquirer that holders of Target Company Stock Options have acknowledged receipt of each Target Company Stock Option; (xiv) an executed Owner Xxxxxxx for each Owner other than the Owners who are signatories to this Agreement as of the date hereof (including, for the avoidance of doubt, all Persons who become Owners of Target Company Common Stock as a result of the conversion of any Convertible Notes held by such Person or the exercise of any Target Company Options or Target Company Warrants prior to the Effective Time); and (iiixv) Charters such other documents, instruments or Operating Agreements, certificates as certified shall be reasonably requested by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiariesAcquirer. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.

Closing Deliveries. (a) At Closing the parties will Closing, each Seller (as applicable) shall deliver or cause to be delivered to the following Purchaser: (i) stock certificates evidencing the Transferred Subsidiary Shares duly endorsed in blank, or accompanied by stock powers duly executed in blank and with all required stock transfer tax stamps affixed; (ii) the Xxxx of Sale, the Deeds with all Conveyance Tax stamps affixed, each Assignment of Lease, the Assignment of Transferred Intellectual Property and such other instruments, in form and substance reasonably satisfactory to the other parties: (a) ACS2 will deliver to the LLC stock certificates evidencing all Advanced StockPurchaser, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders. (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the Purchaser to effect the transfer of the Transferred Assets to the Purchaser or evidence such transfer on the public records, in each case duly executed by the applicable Asset Seller; (iii) the Assumption Agreement executed by each applicable Asset Seller; (iv) executed counterparts of each Ancillary Agreement other partiesthan the Ancillary Agreements delivered pursuant to Section 2.10(a) (ii) and (iii); (v) a receipt for the Purchase Price, including without limitation:as adjusted in accordance with this Agreement; (vi) a true and complete copy, certified by the Secretary or an Assistant Secretary of the applicable Seller, of the resolutions duly and validly adopted by the Board of Directors of such Seller evidencing its authorization of the execution and delivery of this Agreement and each applicable Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby; (vii) a certificate of the Secretary or an Assistant Secretary of each Seller certifying the names and signatures of the officers or other authorized Person of such Seller authorized to sign this Agreement and each applicable Ancillary Agreement and the other documents to be delivered hereunder and thereunder; (viii) a certificate of the Secretary or an Assistant Secretary of each Transferred Subsidiary certifying that the transfer of the Transferred Subsidiary Shares has been duly noted in the corporate records of the corresponding Transferred Subsidiary; (ix) evidence that, after the Closing Date, the Business and all Receivables generated by the Mexican Business after the Closing Date shall not be subject to any securitization program of Rhodia or its Affiliates or any related Encumbrances other than Permitted Encumbrances; (x) written resignations or evidence of removal of each of the directors of the Transferred Subsidiaries; (xi) (A) evidence of the release of all liens (other than Permitted Encumbrances) on the Transferred Assets and (B) pay-off letters and evidence of the release of all liens (other than Permitted Encumbrances) on the Transferred Assets relating to the certain sale and leaseback transactions described in item 45 of Section 3.04(c) and item 2 of Section 3.07 of the Disclosure Schedule; and (xii) a certificate of a duly authorized officer or other authorized Person of the Sellers certifying as to the matters set forth in Section 8.02(a). (b) At the Closing, the Purchaser shall deliver or cause to be delivered to the Sellers (except as set forth in (vi) below): (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiariesPurchase Price, certified as adjusted in accordance with this Agreement, by wire transfer in immediately available funds to the appropriate Secretary of State and dated within ten (10) business days of ClosingPurchase Price Bank Account; (ii) Incumbency Certificates executed counterparts of each Ancillary Agreement to which the Purchaser is a party; (iii) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser and the stockholders of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary or an Assistant Secretary of the Purchaser certifying the identity names and signatures of the officers of the delivering party Purchaser authorized to sign this Agreement and its subsidiariesthe Ancillary Agreements and the other documents to be delivered hereunder and thereunder; (v) a certificate of a duly authorized officer of the Purchaser certifying as to the matters set forth in Section 8.01(a); and (iiivi) Charters the Estimated Mexican Net Debt by wire transfer in immediately available funds to a bank account or Operating Agreements, as certified bank accounts to be designated by Rhodia in a written notice to the appropriate Secretary of State within ten (10) business days of Purchaser at least five Business Days before the Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries. (ivc) copies of all resolutions and/or unanimous written consent actions adopted by At the Closing, Parent shall deliver or on behalf cause to be delivered to the Sellers, a certificate of the board Secretary or an Assistant Secretary of directors and, if applicable, Parent certifying the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as names and signatures of the date officers of Closing in form reasonably acceptable Parent authorized to the receiving partysign this Agreement.

Closing Deliveries. At Closing Closing, the parties will deliver or cause to be delivered Parties shall make the following in form and substance reasonably satisfactory to the other partiesdeliveries: (a) ACS2 will deliver SolarMax shall make the following deliveries to the LLC stock JZH Holders: (i) certificates evidencing all Advanced Stockrepresenting the SolarMax Shares; (ii) the Pledge Agreement, duly endorsed executed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach SolarMax; (iii) resolutions of its board of directors relating to authorization of this Agreement if it fails Agreement, and the issuance of the SolarMax Shares, certified by an officer of SolarMax; and (iv) a good standing certificate from the Secretary of State of the State of Nevada as to obtain the same from its shareholdersgood standing of SolarMax. (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and JZH Holders shall deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails following documents to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitationSolarMax: (i) Certificates share certificates representing the BVI Shares for transfer to SolarMax accompanied by an instrument of Existence and/or "Good Standing" regarding transfer conveying all right, title and interest in and to the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of ClosingBVI Shares to SolarMax; (ii) Incumbency Certificates certifying the identity of Pledge Agreement, executed by the officers of the delivering party and its subsidiaries; andBVI Holders; (iii) Charters or Operating Agreements, a copy of the register of members of BVI HoldCo dated as of the Closing Date and certified by BVI HoldCo’s registered office provider in the appropriate Secretary of State within ten (10) business days of ClosingBritish Virgin Islands, and Bylaws, as certified by an appropriate officer as of Closing, which reflects the transfer of the delivering party and its subsidiaries.BVI Shares from the JZH Holders to SolarMax; (iv) copies a copy of the register of directors of BVI HoldCo dated as of the Closing Date and certified by BVI HoldCo’s registered office provider in the British Virgin Islands, which reflects the resignation of all resolutions and/or unanimous written consent actions adopted by or on behalf previous directors of BVI HoldCo and the composition of the board of directors andof BVI HoldCo consisting solely of individuals designated by SolarMax; (v) instruments signed by each of the record owners (the “Record Owners”) of the Company Interest as of date of this Agreement as set forth on Exhibit A under the heading “Record Owners” pursuant to which they (A) confirm that they are the record owners of the Company Interests set forth on Exhibit A, if applicable, the stockholders of each party authorizing (B) consent to and approve this Agreement and the transactions contemplated hereunderby this Agreement; (C) confirm that they have irrevocably assigned their ownership in the Company Interests to HK Intermediate HoldCo; (D) agree that they will take all action necessary to obtain regulatory approval of the transfer of their ownership of the Company Interests to HK Intermediate HoldCo; (E) confirm that there is no action or proceeding pending or threatened which could impair their ability to complete the transfer to HK Intermediate HoldCo; (F) confirm that, certified by an officer except for their agreement to transfer the Company Interests to HK Intermediate HoldCo, their Company Interests are subject to no Encumbrances; and (G) such other matters as SolarMax or its counsel may request; (vi) the written legal opinion of the PRC counsel for the Company, addressed to SolarMax and dated as of the date Closing Date, in the form set forth in Exhibit B-1; (vii) the written legal opinion of the BVI counsel for BVI HoldCo, addressed to SolarMax and dated as of the Closing Date, in the form reasonably acceptable set forth in Exhibit B-2; (viii) stock powers executed in blank transferring the SolarMax Shares to SolarMax as provided in the receiving partyPledge Agreement; (ix) the complete set of company stamps (including common stamp, stamps for contractual purpose, financial stamps, legal representative stamps) and business licenses of each Group Company; and (x) written resolutions of the members of BVI HoldCo approving the Transaction and waiving any rights under the BVI Articles for which waiver is required in order to consummate the Transaction.

Closing Deliveries. (a) At Closing the parties will deliver Closing, the Guarantor or the Contributor, as applicable, shall execute and deliver, or cause to be delivered the following in form executed and substance reasonably satisfactory delivered, to the other partiesParent and the Acquiror, as applicable: (ai) ACS2 will deliver Duly executed copies of all consents, approvals and releases required for the consummation of the transactions contemplated by this Agreement and the Related Agreements and to permit the Acquiror to acquire all of the Contributed Assets, without violating any Contract or License of the Contributor or any Laws, including, without limitation, Environmental Laws, Environmental Permits and any other requirement of any Governmental or Regulatory Authority. Additionally, any financing statement terminations and/or releases shall have been filed as necessary to remove any Liens applicable to the LLC stock certificates evidencing all Advanced Stock, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach Contributed Assets; (ii) Prior to the date of this Agreement if it fails to obtain Agreement, the same from its shareholders. (b) Dynamic will deliver Contributor has delivered to the LLC stock certificates evidencing Acquiror (A) a commitment for a title policy issued by Title Guaranty Company, El Dorado, Arkansas (the outstanding capital stock “Title Company”) with respect to the Owned Real Property, insuring title of the Dynamic Subsidiaries duly endorsed Owned Real Property (and specifically insuring as an insured parcel any easements benefiting the Owned Real Property) to be in the Acquiror as of the Closing Date, subject only to those exceptions approved by Dynamic or the Acquiror in writing and (B) copies of the title exception documents referenced in the commitments with stock powers attached. (c) Advancedrespect thereto. Prior to the Closing, Dynamic the Acquiror will submit any reasonable objections it has with respect to such exceptions that are noted in the commitment. Based on the foregoing, the Contributor and the LLC Acquiror will each execute and deliver Acceptance and Contribution Contracts, cooperate to mutually agree upon the final form of such title commitment which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (shall be substantially in the form attached hereto as Exhibit 6.14(dB (the “Title Commitment”).. At the Closing, the Contributor shall provide to the Acquiror an ALTA Owner’s Policy of Title Insurance in the form contemplated by the Title Commitment (the “Owner’s Policy”) , together with a mortgagee’s policy (ethe “Mortgagee Policy”) Advanced will deliver in favor of the cancellation agreements referenced Royal Bank of Canada, as administrative agent under the Parent’s credit facility, with such endorsements as are specified in Section 1.7; providedthe Title Commitment and as may be reasonably requested by such administrative agent (the Owner’s Policy and the Mortgagee’s Policy being referred to herein collectively as, howeverthe “Title Policies”), that Advanced will not issued by the Title Company and insuring the Owned Real Property (and specifically insuring as an insured parcel any easements benefiting the Owned Real Property), subject only to those exceptions previously approved by the Acquiror in writing, in the aggregate amount of $45,000,000. The Contributor shall be deemed in breach responsible for the payment of this Agreement if it fails to obtain all costs and expenses associated the same from Owner’s Policy, and the individual holders Acquiror shall be responsible for the payment of Advanced Warrants, Advanced Options all costs and Advanced SARs. (f) Each party will expenses associated with the Mortgagee Policy. The Contributor shall deliver to the other parties Acquiror and the Title Company any further affidavits, agreements, current survey(s) and assurances necessary to issue the Title Policies; (iii) Prior to the date of this Agreement, the Contributor, at its expense, has delivered to the Acquiror a certificate current survey of an officer the Owned Real Property made by a registered professional land surveyor that meets the requirements of delivering partythe Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys jointly established by the American Land Title Association, dated as the American Congress on Surveying and Mapping and the National Society of ClosingProfessional Surveyors. Prior to the date of this Agreement, certifying that (i) each covenant the Acquiror has submitted any objections it had with respect to such survey. Based on the foregoing, the Contributor and obligation the Acquiror will cooperate to mutually agree upon the final form of such party hereunder has been complied withsurvey, including the form of surveyor certification noted thereon, which shall be in substantially the form attached hereto as Exhibit C (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of “Survey”). At the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as final form of the Closing.Survey shall be delivered by the Contributor to the Acquiror; (giv) Each party will deliver an opinion All consents, approvals and/or waivers necessary to assign or transfer to the Acquiror any and all assignable or transferable Contracts, Licenses, Environmental Permits or other permissions of its legal counsel, Governmental or Regulatory Authorities; (v) Certification of the Contributor’s non-foreign status as set forth in Treasury Regulation Section 1.1445-2(b); (vi) The documents contemplated by Section 1.9 of this Agreement; (vii) Written instruments in form and substance reasonably acceptable to Acquiror pursuant to which all liens and security interests granted by the receiving party(ies).Contributor or the Guarantor with respect to the Contributed Assets are terminated and released and authorizing the filing of all UCC-3 termination statements which may be necessary or appropriate to evidence any such termination and release; (hviii) Each party Certified resolutions of the board of directors of the Contributor and the Guarantor authorizing the transactions described herein and in the Related Agreements; (ix) A cross receipt evidencing receipt of the Units representing the Contribution Consideration from the Parent; (x) A certificate executed by the Contributor and the Guarantor to the effect that each of the Contributor’s and the Guarantor’s representations and warranties contained herein is true, complete and accurate in all respects as of the Closing Date as if made on the Closing Date and that the Guarantor and the Contributor have complied with all of their respective covenants to be performed hereunder prior to Closing (xi) A copy of the certificate previously executed by the Contributor and the Guarantor on the date of this Agreement, and reconfirmed by such parties as of the Closing Date, to the effect that, at the Closing Date, the transactions contemplated by this Agreement shall deliver not result in any balance sheet impairment to the Guarantor; (xii) A copy of the prior opinion of Xxxxxxx Xxxxx & Associates, Inc. dated as of the date of this Agreement, stating that the consideration collectively received by the Contributor and the Guarantor in connection with the contribution of the assets under this Agreement, is fair, from a financial point of view, to the Contributor and Guarantor, collectively; (xiii) Such further instruments and documents, normal and customary for transactions such customary certificates of its officers and such other customary closing documentation as those contemplated by this Agreement, as may be reasonably requested required for the Parent and the Acquiror to consummate the transactions contemplated hereby, including, without limitation, certificates issued by the other partiesappropriate Governmental or Regulatory Authorities in the Guarantor’s or the Contributor’s jurisdiction of incorporation, including without limitationcertifying the valid existence and good standing of the Guarantor and the Contributor; (xiv) The Noncompetition Agreement, in the form attached hereto as Exhibit G (the “Noncompetition Agreement”); (xv) The Tolling Agreement, the form attached hereto as Exhibit H (the “Tolling Agreement”); and (xvi) An amendment to the Omnibus Agreement revising the definition of the term “Business” used therein to include the refining of crude oil into Products as defined in the Tolling Agreement. (b) At the Closing, the Acquiror and the Parent, as applicable, shall execute and deliver, or cause to be executed and delivered, to the Guarantor and the Contributor, as applicable: (i) Certificates of Existence and/or "Good Standing" regarding The certificates for the delivering party and its subsidiaries, certified Units representing the Contribution Consideration to be issued by the appropriate Secretary Parent to the Contributor, together with any amendments to the organizational documents of State and dated within ten (10) business days Parent required in connection with the issuance of Closingthe Units; (ii) Incumbency Certificates certifying the identity of the officers of the delivering party and its subsidiaries; andThe Noncompetition Agreement; (iii) Charters or Operating Agreements, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries.The Tolling Agreement; (iv) copies Certified resolutions of all each of the general partner of the Acquiror and the Parent authorizing the transactions described herein and in the Related Agreements; (v) Certified resolutions and/or unanimous written consent actions adopted by or on behalf of the Conflicts Committee of the board of directors and, if applicable, of the stockholders general partner of each party the Parent authorizing the transactions contemplated hereunderdescribed herein and in the Related Agreements and stating that such transactions are fair and reasonable to the Parent; (vi) A certificate executed by the Acquiror and the Parent to the effect that each of the Acquiror’s and the Parent’s representations and warranties contained herein is true, certified by an officer complete and accurate in all respects as of the Closing Date as if made on the Closing Date and that Parent and the Acquiror have complied with all of their respective covenants to be performed hereunder prior to Closing; (vii) A copy of the prior opinion of Xxxxxxxx Xxxxx Xxxxxx & Xxxxx Financial Advisors, Inc. (“Xxxxxxxx Xxxxx”), dated as of the date of Closing this Agreement, stating that the consideration to be received by the Parent in form reasonably acceptable exchange for the issuance of the Units pursuant to the receiving partyAgreement is fair to the Parent from a financial point of view, together with confirmation by Acquiror and Parent that Xxxxxxxx Xxxxx has not withdrawn, modified or qualified such opinion; and (viii) Such further instruments and documents, normal and customary for transactions such as those contemplated by this Agreement, as may be reasonably required for the Guarantor and the Contributor to consummate the transactions contemplated hereby.

Closing Deliveries. At Closing the parties will deliver or cause to be delivered the following in form and substance reasonably satisfactory to the other partiesClosing: (a) ACS2 Mestek will deliver to Buyer: (i) Certificates representing the LLC stock certificates evidencing all Advanced Stockeight hundred twenty (820) or nine hundred twenty (920), as the case shall be, Shares of the Company, duly endorsed in blank (or accompanied by ACS2 or with duly executed stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders.blank); (bii) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock An opinion of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) AdvancedXxxxx & XxXxxxxx, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contractscounsel for Mestek, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d2.4(a)(iii).); (eiii) Advanced will deliver the cancellation agreements referenced in Section 1.7; providedThe Company's corporate minute book, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options seals and Advanced SARs.stock ledgers; (fiv) Each party will deliver to Resignations of all officers and directors of the Company other parties a than those designated in writing by Buyer; (v) Compliance certificate of an officer of delivering partyMestek as to the fulfillment of the conditions set forth in Section 6.1; (vi) Resolutions of Mestek certified by its Secretary authorizing the execution, dated delivery and performance of this Agreement and the transactions contemplated hereby; (vii) Copies of the Company's certificate of incorporation and all amendments thereto and by-laws, as certified by the Secretary of Closing, certifying that the Company; (iviii) each covenant and obligation Release of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and Company's obligations with regard to all Debt as of the Closing, Closing Date and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as all payables to members of the ClosingMestek Affiliated Group; and (ix) Satisfaction of all mortgages on the Company's Real Property and a release of all liens, pledges and security interests on the Company's assets except with respect to operating leases. (gb) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies)[Intentionally Omitted]. (hc) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitationBuyer will deliver: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified Purchase Price (less any amount paid to Mestek by the appropriate Secretary Escrow Agent) by wire transfer of State and dated within ten (10immediately available funds or similar means, to the account(s) business days of Closingspecified by Mestek; (ii) Incumbency Certificates certifying The opinion of Xxxxxxx Xxxxxx & Xxxxx LLP, counsel for Buyer, in the identity form attached hereto as Exhibit 2.4(c)(ii); (iii) Compliance certificate of an officer of Buyer as to the fulfillment of the officers of the delivering party and its subsidiariesconditions set forth in Section 6.2; and (iiiiv) Charters or Operating Agreements, as Resolutions of Buyer certified by its Secretary authorizing the appropriate Secretary execution, delivery and performance of State within ten (10) business days of Closing, this Agreement and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving partyhereby.

Closing Deliveries. (a) At Closing the parties will Closing, the Sellers shall deliver or cause to be delivered to the following Buyer: (i) stock certificates representing the Purchased Shares, accompanied by stock powers for the Purchased Shares, duly executed by the applicable Seller; (ii) payoff letters, in form and substance reasonably satisfactory to the Buyer, as to the full payment of all Funded Indebtedness (other parties:than the Assumed Indebtedness), and the release of the Companies from further Liability related thereto and the release of any Liens related thereto, each effective upon payment pursuant to Section 2.1(b) of the applicable Funded Indebtedness specified on the Flow of Funds Memorandum; (aiii) ACS2 will deliver an appropriate receipt and release in a form and substance acceptable to the LLC stock certificates evidencing Buyer from each Person entitled to Transaction Fees, acknowledging that such Person has received all Advanced Stockamounts due such Person from the Companies, and releasing the Companies from any further Liability with respect thereto, each effective upon payment pursuant to Section 2.1(c) of the applicable Transaction Fees specified on the Flow of Funds Memorandum; (iv) an employment agreement with each of the Key Employees, duly endorsed executed by ACS2 or with stock powers attached; providedthe applicable Key Employee, however, that ACS2 will not be deemed in breach of this Agreement if it fails form and substance reasonably satisfactory to obtain the same from its shareholders.Buyer (the “Employment Agreements”); (bv) Dynamic will deliver a management and administrative services agreement by and among the Buyer, 2WRMS and the 2WRMS Shareholders, duly executed by 2WRMS and the 2WRMS Shareholders in form and substance reasonably satisfactory to the LLC stock certificates evidencing Buyer (the outstanding capital stock “Management Services Agreement”); (vi) a share transfer agreement in form and substance reasonably satisfactory to the Buyer, duly executed by each of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached.2WRMS Shareholders (the “Share Transfer Agreement”); (cvii) Advanced, Dynamic an asset transfer agreement by and among the Buyer and the LLC will Companies, duly executed by each execute of the Companies in form and deliver Acceptance substance reasonably satisfactory to the Buyer (the “Asset Transfer Agreement”) to transfer certain assets and Contribution Contracts, liabilities between the form of which is attached hereto Buyer and the Companies as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3.set forth therein; (dviii) ACS2 an escrow agreement in form and Dynamic will execute and deliver substance reasonably satisfactory to the Operating Agreement regarding their ownership interests in Buyer, duly executed by the LLC, Shareholder Representative (in the form attached hereto as Exhibit 6.14(d“Escrow Agreement”).); (eix) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach written resignations of this Agreement if it fails to obtain the same all members of each Company’s board of directors and officers; (x) a good standing certificate for each Company from the individual holders state of Advanced Warrantsits organization and the Secretary of State in each other jurisdiction in which such Company is required to qualify to do business as a foreign corporation, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, in each case dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at a date as near as reasonably practicable to the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing.Date; (gxi) Each party will deliver an opinion of its legal counselthe written consents, approvals, waivers, notices or similar authorizations required to be obtained or given by any Person in order to consummate the transactions contemplated by the Transaction Documents, including those consents, approvals, waivers, notices or similar authorizations set forth on Schedule 2.4(a)(x), in form and substance reasonably acceptable to the receiving party(iesBuyer; (xii) evidence satisfactory to the Buyer that the Companies 401(k) Plan and the other Employee Benefits Plan have been terminated; (xiii) evidence satisfactory to the Buyer of payment in full of all Transaction Fees effective as of the Closing; (xiv) an investment questionnaire from each Seller in form and substance satisfactory to the Buyer; (xv) an agreement, in form and substance reasonably satisfactory to the Buyer, terminating the Wxxxxx Phantom Share Agreement, duly executed by 2WRCO and Dxxxxx Xxxx Xxxxxx (the “Wxxxxx Phantom Share Termination Agreement”); (xvi) for each outstanding Company PPP Loan at signing, either (i) a PPP Escrow Agreement, duly executed by the Seller Representative, the applicable PPP Lender and the applicable Company, along with evidence reasonably satisfactory to the Buyer that a loan forgiveness application has been submitted to the PPP Lender for such Company PPP Loan or (ii) evidence reasonably satisfactory to the Buyer that each of the loan forgiveness applications for Company PPP Loans outstanding at signing has been forgiven by the U.S. Small Business Administration; (xvii) no less than three (3) Business Days prior to the Closing Date, Schedule A setting forth the Companies’ Funded Indebtedness included in Assumed Indebtedness as of the Closing Date; (xviii) no less than three (3) Business Days prior to the Closing Date, the Estimated Closing Statement, including (A) the Estimated Working Capital, (B) the Estimated Closing Cash and (C) the Estimated Assumed Indebtedness; and (xix) such other documents or instruments in form and substance reasonably acceptable to the Buyer as the Buyer may deem reasonably necessary or as may be required to consummate the transactions contemplated hereby. (hb) Each party At the Closing, the Buyer shall deliver such customary certificates of its officers and such other customary closing documentation as may or cause to be reasonably requested by delivered to the other parties, including without limitationSellers: (i) Certificates the cash balance of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of ClosingInitial Purchase Price; (ii) Incumbency Certificates certifying the identity Closing Payment Shares (less the Escrowed Shares); (iii) evidence reasonably satisfactory to the Sellers that the Buyer has made the payments required by Section 2.1; (iv) each of the officers Employment Agreements, duly executed by an authorized officer of the delivering party and its subsidiariesBuyer; (v) the Management Services Agreement, duly executed by the Buyer; (vi) the Share Transfer Agreement, duly executed by the Buyer; (vii) the Asset Transfer Agreement, duly executed by the Buyer; and (iiiviii) Charters or Operating Agreementsthe Escrow Agreement, as certified duly executed by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiariesBuyer. (ivc) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of At the board of directors and, if applicableClosing, the stockholders of each party authorizing Buyer shall also deliver, or cause to be delivered, the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable Escrowed Shares to the receiving partyEscrow Agent.

Closing Deliveries. At Closing the Closing, the parties will deliver or shall cause the following to be delivered the following in form and substance reasonably satisfactory to the other partiesdelivered: (a) ACS2 Clyra will deliver to Scion and the LLC stock certificates evidencing all Advanced StockCompany the following items: (1) an Officer’s Certificate executed on behalf of Clyra by one of its officers, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach providing a copy of resolutions of the board of directors and shareholders of Clyra approving the execution and delivery of this Agreement if it fails and the other agreements and documents to obtain be delivered pursuant hereto and the same from its shareholdersconsummation of the transactions described herein, and certifying that the resolutions are a true and correct copy; (2) an executed Xxxx of Sale, Assignment and Assumption, substantially in the form attached to this Agreement as Exhibit E transferring and assigning all of the Clyra Assets to the Company; and (3) an executed Intellectual Property Contribution and Assignment Agreement substantially in the form attached to this Agreement as Exhibit F transferring and assigning all of Clyra’s Intellectual Property to the Company. (b) Dynamic Scion will deliver to Clyra and the LLC stock certificates evidencing the outstanding capital stock Company: (1) a Manager’s Certificate executed on behalf of Scion by its Manager, certifying as to member and manager resolutions, with a copy of such resolutions attached as an exhibit thereto as well as certification that none of the Dynamic Subsidiaries duly endorsed foregoing have been modified, rescinded, or revoked, which resolutions authorize and approve the execution, delivery and performance of this Agreement; (2) an executed Xxxx of Sale, Assignment and Assumption, substantially in the form attached to this Agreement as Exhibit G transferring and assigning all of the Scion Assets to the Company; and (3) an executed Intellectual Property Contribution and Assignment Agreement substantially in the form attached to this Agreement as Exhibit H transferring and assigning all of Scion’s Intellectual Property to the Company; (4) a counterpart of the Escrow Agreement substantially in the form attached to this Agreement as Exhibit B executed by Dynamic or with stock powers attached.an authorized officer of the Company; and (5) executed Consulting Agreements between the Company and each of Xxxxxxx Xxxxx, Xx. Xxxxx Xxxxx, and Xxxxx Xxxxxx, substantially in the form attached to this Agreement as Exhibit I. (c) AdvancedThe Company will deliver to Scion: (1) a Secretary’s Certificate executed on behalf of the Company by its Secretary, Dynamic certifying as to (i) complete and accurate copies of the Company’s Organizational Documents, which will be attached as an exhibit thereto, (ii) shareholder and board resolutions authorizing the execution, delivery and performance of this Agreement, attached as an exhibit thereto, and further certifying that none of the foregoing have been modified, rescinded, or revoked, and (iii) a list of the directors and officers authorized to sign agreements on behalf of the Company; (2) a counterpart of the Escrow Agreement substantially in the form attached to this Agreement as Exhibit B executed by an authorized officer of the Company; (3) a copy of share certificates representing all of the Scion Common Shares, and the LLC will each execute and deliver Acceptance and Contribution ContractsScion Redeemable Shares, the form original of which is certificates will be delivered to the Escrow Agent at Closing; and (4) a Promissory Note in the form attached hereto to this Agreement as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3D executed by an authorized officer of the Company. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party The Company will deliver to Clyra: (1) a Secretary’s Certificate executed on behalf of the other parties a certificate of an officer of delivering party, dated as of ClosingCompany by its Secretary, certifying that as to (i) each covenant complete and obligation accurate copies of such party hereunder has been complied withthe Company’s Organizational Documents, which will be attached as an exhibit thereto, (ii) each representationshareholder and board resolutions authorizing the execution, warranty delivery and covenant performance of such party hereunder is true this Agreement, attached as an exhibit thereto, and correct at the Closing as if made on and as further certifying that none of the Closingforegoing have been modified, rescinded, or revoked, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as a list of the Closing.directors and officers authorized to sign agreements on behalf of the Company; (g2) Each party a counterpart of the Escrow Agreement substantially in the form attached to this Agreement as Exhibit B executed by an authorized officer of the Company; (3) a copy of share certificates representing all of the Scion Common Shares, and the Scion Redeemable Shares, the original of which certificates will deliver an opinion of its legal counsel, in form and substance reasonably acceptable be delivered to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of Escrow Agent at Closing; (ii4) Incumbency Certificates certifying the identity an original share certificate representing all of the officers Clyra Common Shares and all of the delivering party and its subsidiariesClyra Preferred Shares; and (iii5) Charters or Operating Agreements, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, executed counterpart of the delivering party and its subsidiariesPromissory Note. (ive) copies The Company will deliver to the Escrow Agent: (1) an executed copy of this Agreement; (2) an executed Escrow Agreement; and (3) original share certificates representing all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors andScion Common Shares, if applicable, and the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving partyScion Redeemable Shares.

Closing Deliveries. (a) The purchase and sale of the Shares shall be held on or before August 12, 2016 (the "Closing"). (b) At Closing the parties will Closing, Seller shall deliver to Purchaser’s legal counsel ("Counsel") (i) stock certificates evidencing the Shares Sold (the “Certificates”), duly endorsed in blank or cause to be delivered the following accompanied by stock powers duly executed in blank with medallion guarantee, or other instruments of transfer in form and substance reasonably satisfactory to Purchaser (the “Transfer Documents”); and (ii) documents to substantiate identification of Seller (i.e. driver’s license or Passport) and (iii) such other parties: documents as may be required under applicable law or reasonably requested by Purchaser. Purchaser acknowledges that prior to Closing, Counsel received to such Counsel's full satisfaction, subject to Seller’s representations below, (ai) ACS2 will deliver documentary evidence of the Seller’s purchase of and payment for the Shares Sold (i.e. cancelled check, wire confirmation or bank statement) and (ii) due recordation in the Company's share register of Purchaser's full and unrestricted title to the LLC stock certificates evidencing all Advanced Stock, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders. (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attachedShares Sold. (c) AdvancedAt least five (5) business days prior to Closing, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and Purchaser shall deliver the Operating Agreement regarding their ownership interests in the LLCPurchase Price to Counsel by wire transfer or other means of immediately available funds and provided evidence thereof to Seller. Upon receipt, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will Counsel shall then deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options Certificates and Advanced SARs. (f) Each party will deliver Transfer Documents to the other parties a certificate Company’s transfer agent. Upon confirmation by Company's transfer agent of an officer of delivering party, dated as of Closing, certifying that (i) each covenant the receipt of the Certificates and obligation of such party hereunder has been complied withTransfer Documents, (ii) each representation, warranty and covenant of such party hereunder that no further documentation is true and correct at required to transfer the Closing as if made on and as of Shares Sold to the Closing, Purchaser; and (iii) each representation, warranty and covenant of such party under confirmation that there have been no changes in the Merger Agreement is true and correct at the Closing Company’s capitalization as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable represented to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested Purchaser by the other parties, including without limitation: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of Closing; (ii) Incumbency Certificates certifying the identity of the officers of the delivering party and its subsidiaries; and (iii) Charters or Operating Agreements, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer Company as of the date of Closing in form reasonably acceptable this Agreement;; then Counsel shall promptly, and no later than one business day after confirmation thereof by the Company's transfer agent, deliver to the receiving partySeller the Net Cash Purchase Price by wire transfer to the account set forth on Exhibit B. Seller hereby authorizes the Purchaser to deduct from its Cash Purchase Price, the sum of $750.00 as payment to Counsel to cover the closing administrative costs of the disbursement of the Purchase Price and other administrative costs associated with the Closing.

Closing Deliveries. (a) At Closing the parties will Closing, Seller shall deliver or cause to be delivered to Purchaser: (i) one or more certificate(s) representing the following Shares, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form reasonably satisfactory to Purchaser for transfer on the books of GNLV and GNL (with any requisite transfer Tax stamps attached by Seller); (ii) an executed receipt for the Closing Date Purchase Price; (iii) copies of the Articles of Incorporation (in the case of GNELLC, its Articles of Organization) of each of the MGM Acquired Entities, certified as of a date within three Business Days of the Closing Date by the Secretary of State of the State of Nevada; (iv) a copy, certified by the Secretary of (A) each of the MGM Parties, of the resolutions of its Board of Directors or Executive Committee thereof (in the case of GNELLC, its Board of Managers) authorizing the execution and delivery of this Agreement and consummation of the transactions contemplated by this Agreement, and in each case such resolutions shall be in full force and effect and not revoked and (B) each of the MGM Acquired Entities, of its Bylaws (in the case of GNELLC, the GNELLC Operating Agreement); (v) a duly executed certificate of the President of each of the MGM Parties pursuant to Section 6.3(c); (vi) a good standing certificate (or its equivalent) for each of the MGM Acquired Entities issued by the Secretary of State of the State of Nevada and of such other applicable jurisdictions where any of the MGM Acquired Entities are qualified or licensed to do business or own, lease or operate property making such qualification or licensing necessary, dated as of a date within three Business Days prior to the Closing Date; (vii) a bring down good standing certificate, dated as of the Closing Date, of each of the certificates delivered pursuant to Section 2.3(a)(vi), or a verbal confirmation from the Secretary of State of the applicable jurisdiction on the Closing Date with respect to such good standing; (viii) the original stock and corporate minutes books (or their equivalent) of each of the MGM Acquired Entities, except for the GNLV stock and corporate minute books for the years 1974-1988; (ix) duly executed resignations effective as of the Closing Date from such directors, officers and managers of the MGM Acquired Entities and FSELLC (in the case of any appointees of the MGM Acquired Entities to the FSELLC Board of Managers) as Purchaser shall have requested in writing not less than two Business Days prior to the Closing Date; (x) an opinion from Seller’s outside counsel in form and substance reasonably satisfactory to the other parties:Purchaser and its outside counsel addressing reasonable and customary matters for this type of transaction; (axi) ACS2 will deliver duly executed copies of the consents required to be obtained by the LLC stock certificates evidencing all Advanced Stock, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails MGM Parties pursuant to obtain the same from its shareholders.Section 5.8; (bxii) Dynamic will deliver to duly executed copies of the LLC stock certificates bills of sale evidencing the outstanding capital stock Slot Machine Transfer; (xiii) a duly executed copy of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached.xxxx of sale evidencing the Nuggets Transfer; (cxiv) Advanced, Dynamic and a duly executed copy of the LLC will each execute and deliver Acceptance and Contribution Contracts, xxxx of sale evidencing the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3.Artwork Transfer; (dxv) ACS2 and Dynamic will execute and deliver duly executed copies of documentation evidencing the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).)Amendment of Indemnification Contracts; (exvi) Advanced will deliver duly executed copies of documentation evidencing the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach Termination of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs.Affiliate Contracts; (fxvii) Each party will deliver evidence in form and substance satisfactory to Purchaser that the other parties a certificate Release of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct Encumbrances occurs at the Closing as if made on and as of the Closing, including without limitation, the delivery of Uniform Commercial Code financing UCC-3 collateral change statements, discharges, executed releases to be filed with the United States Patent and Trademark Office and the United States Copyright Office with respect to Intellectual Property or other appropriate termination statements, recordings and other actions Purchaser deems necessary or advisable; (iiixviii) each representation, warranty evidence in form and covenant substance satisfactory to Purchaser that the Release of such party under the Merger Agreement is true and correct Guaranties occurs at the Closing as if Closing; (xix) results of a recent search, by a Person satisfactory to the Purchaser, of all effective Uniform Commercial Code financing statements and fixture filings and all judgment and Tax lien filings that may have been made on with respect to the Shares, the GNELLC Interest, the FSELLC Interest and as any assets or properties of the Closing.MGM Acquired Entities, together with copies of all such filings disclosed by such search; (gxx) Each party will deliver an opinion executed counterpart of the Transitional Services Agreement; (xxi) FIRPTA certificates in form and substance reasonably satisfactory to Purchaser; (xxii) duly executed copies of the assignment and license agreements as required by Section 5.14(d), including evidence of the filing of all assignments with the United States Patent and Trademark Office, United States Copyright Office and any applicable domain name registries and any other documents executed by Parent or its legal counselAffiliates conveying the MGM Acquired Entities Owned Intellectual Property and the right to Use the Used Intellectual Property to Purchaser; (xxiii) a duly executed copy of the contribution agreement evidencing the Government Treasury Strips Transfer; (xxiv) duly executed copies of the consents required to be obtained by the MGM Parties pursuant to Section 5.27; and (xxv) all other previously undelivered documents, agreements, instruments, writings and certificates, and such other documents, agreements, instruments, writings and certificates as Purchaser may reasonably request to effect the transactions contemplated by this Agreement, in form and substance reasonably acceptable satisfactory to the receiving party(ies)Purchaser. (hb) Each party At the Closing, the Purchaser shall deliver such customary certificates of its officers and such other customary closing documentation as may or cause to be reasonably requested by the other parties, including without limitationdelivered to Seller: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified Closing Date Purchase Price (less the Seller Financing) in immediately available funds by wire transfer to an account designated by Seller in writing to Purchaser with such notice being provided to Purchaser no less than five Business Days prior to the appropriate Secretary of State and dated within ten (10) business days of ClosingClosing Date; (ii) Incumbency Certificates certifying the identity an executed receipt for delivery of the officers Shares; (iii) the executed Seller Note; (iv) the executed Poster Guaranty; (v) the executed stock pledge agreement relating to the shares of PB Gaming owned by Xxxxxxx Poster and the stock certificate(s) evidencing such shares accompanied by stock power(s) duly executed in blank; (vi) copies of the delivering party principal transaction documents relating to the Financing; (vii) a copy of the Poster Note; (viii) a copy of the Articles of Incorporation of PB Gaming, certified as of a date within three Business Days of the Closing Date by the Secretary of State of the State of Nevada; (ix) a copy, certified by the Secretary of PB Gaming of its Bylaws; (x) an executed receipt for the Shares; (xi) a copy, certified by the Secretary of Purchaser, of the resolutions of Purchaser’s board of directors authorizing the execution and delivery of this Agreement and consummation of the transactions contemplated by this Agreement, which resolutions shall be in full force and effect and not revoked; (xii) a duly executed certificate of the President of Purchaser pursuant to Section 6.2(c); (xiii) a good standing certificate of each of Purchaser and PB Gaming issued by the Secretary of State of the State of Nevada, dated as of a date within three Business Days prior to the Closing Date; (xiv) a bring down good standing certificate, dated as of the Closing Date, of the certificate delivered pursuant to Section 2.3(b)(xiii), or a verbal confirmation from the Secretary of State of the State of Nevada on the Closing Date with respect to such good standing; (xv) an opinion from Purchaser’s outside counsel in form and substance reasonably satisfactory to Seller and its subsidiariesoutside counsel addressing reasonable and customary matters for this type of transaction; (xvi) copies of Gaming Licenses required to be obtained by Purchaser or any of its directors, officers, employees, stockholders and Affiliates in connection with the consummation of the transactions contemplated by this Agreement; (xvii) an executed counterpart of the Transitional Services Agreement; (xviii) a duly executed copy of the solvency certificate from the Chief Financial Officer of the Purchaser in connection with paragraph (i) of the Commitment Letter; provided that Parent and Seller as a condition to delivery hereby expressly disclaim and waive any reliance on the information contained in the solvency certificate; and (iiixix) Charters or Operating Agreementsall other previously undelivered documents, as certified by the appropriate Secretary of State within ten (10) business days of Closingagreements, instruments, writings and certificates, and Bylawssuch other documents, agreements, instruments, writings and certificates as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing Seller may reasonably request to effect the transactions contemplated hereunderby this Agreement, certified by an officer as of the date of Closing in form and substance reasonably acceptable satisfactory to the receiving partySeller.

Closing Deliveries. At Closing the parties will Closing: (a) Seller shall execute and deliver or cause to be delivered Purchaser a stock power duly endorsed in blank and the following original stock certificate for the Shares, and such other assignments and other instruments of transfer and conveyance, in form and substance reasonably satisfactory to Purchaser’s counsel, as shall be effective, together with the other parties: (a) ACS2 will deliver Approval Order, to vest in Purchaser as of the Closing Date good title, free and clear, in accordance with the terms of the Approval Order, of any Claims and Encumbrances to the LLC stock certificates evidencing all Advanced Stock, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed Shares as provided herein and in breach of this Agreement if it fails to obtain the same from its shareholders.Approval Order; (b) Dynamic will deliver In addition to the LLC stock certificates evidencing foregoing, there shall be executed and delivered at the outstanding capital stock Closing the following: (i) by Seller to Purchaser, a certificate, dated the Closing Date and signed by Seller’s President, Chief Executive Officer, Chief Operating Officer or Chief Financial Officer, certifying that the representations and warranties of Seller contained in Section 4.2 are accurate and complete both when made and at and as of the Dynamic Subsidiaries duly endorsed Closing Date with the same effect as though made at and as of such time and that all covenants required by Dynamic the terms hereof to be performed by Seller on or with stock powers attached.before the Closing Date, to the extent not waived by Purchaser in writing, have been so performed in all material respects (or, if any such covenant has not been so performed, indicating that such covenant has not been performed); (cii) Advancedby Seller to Purchaser, Dynamic a certificate, dated the Closing Date and signed by Seller’s President, Chief Executive Officer, Chief Operating Officer or Chief Financial Officer attaching (A) a certified copy of the resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement and all documents associated herewith; and (B) a certified copy of the organizational documents of Seller and all amendments thereto; (iii) by Purchaser to Seller, a certificate, dated the Closing Date and signed by Purchaser’s President or Chief Executive Officer, certifying that the representations and warranties of Purchaser contained in Section 4.1 are accurate and complete both when made and at and as of the Closing Date with the same effect as though made at and as of such time and that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed in all material respects (or, if any such covenant has not been so performed, indicating that such covenant has not been performed); (iv) by Purchaser to Seller, a certificate, dated the Closing Date and signed by Purchaser’s President or Chief Executive Officer, attaching (A) a certified copy of the resolutions of the Board of Directors of Purchaser authorizing the execution, delivery and performance of this Agreement and all documents associated herewith; and (B) a certified copy of the organizational documents of Purchaser and all amendments thereto; (v) by Purchaser to Seller, a Form III or IV as defined in the Connecticut Transfer Act executed by the Purchaser as the “certifying party” (as defined in the Connecticut Transfer Act), unless Seller covenants and represents that the Connecticut Transfer Act does not apply to the transactions contemplated by this Agreement, or the Seller is able to file a Form I or II (as defined in the Connecticut Transfer Act); (vi) by Seller to Purchaser, a certificate, dated the Closing Date and signed by Seller’s President, Chief Executive Officer, Chief Operating Officer or Chief Financial Officer, certifying that Connecticut Innovations, Inc. (“CII”), acting on behalf of the Connecticut Clean Energy Fund (“CCEF”), or CCEF itself, has (A) consented to the transactions contemplated by this Agreement and agreed to waive any rights that it may have under the Financial Assistance Agreement, any Program Participation Agreement or any other agreement between Proton and CII or CCEF with respect to acceleration, default or termination solely by reason of this Agreement and the LLC will Closing of the transactions contemplated by this Agreement; and (B) executed a modification to each execute Financial Assistance Agreement, any Program Participation Agreement or any other agreement between Proton and deliver Acceptance CII or CCEF containing in substance the provisions set forth on Schedule 3.4(vi) in such form as Purchaser shall, in its reasonable discretion, require; and (vii) Seller shall have assigned to Proton any and Contribution Contracts, the form all agreements entered into in connection with or as part of any “Small Business Innovative Research Grants,” a list of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(dSchedule 3.4(vii).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of Closing; (ii) Incumbency Certificates certifying the identity of the officers of the delivering party and its subsidiaries; and (iii) Charters or Operating Agreements, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.

Closing Deliveries. At Closing the parties will deliver or cause to be delivered the following in form and substance reasonably satisfactory to the other parties: (a) ACS2 will Within two Business Days of the Effective Date, Dolphin shall deliver to the LLC stock certificates evidencing all Advanced StockHolding Agent, for delivery to the Company at Closing, the following (with the understanding that a document or instrument is duly endorsed executed if signed by ACS2 an authorized representative of the Affiliate of Dolphin that is party to such document or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain instrument and/or which holds the same from its shareholders.document or instrument being amended by such document or instrument): (bi) Dynamic will deliver A duly executed counterpart signature page to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. Amendment to Common Stock Purchase Warrant (cAmended and Restated) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).)A with respect to each of the Amended and Restated Warrants issued to Dolphin under the Dolphin Purchase Agreement; (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) A duly executed counterpart signature page to the Amendment to Common Stock Purchase Warrant (Additional Warrants) in the form attached hereto as Exhibit B with respect to each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and Additional Warrants issued to Dolphin under the Dolphin Purchase Agreement; (iii) each representation, warranty A duly executed counterpart signature page to the Amendment to Amended and covenant of such party under Restated Investor Rights Agreement in the Merger form attached hereto as Exhibit C; (iv) A duly executed counterpart signature page to the Second Amended and Restated Registration Agreement is true in the form attached hereto as Exhibit D; (v) The original Notes and correct at the Closing as if made on and as certificates representing all of the Closing.shares of Series A Preferred issued to Dolphin pursuant to the Purchase Agreement, each executed and notated by the holder thereof as necessary for conversion into Common Stock and cancellation pursuant to the terms of this Agreement; and (gvi) Each party will deliver an opinion of its legal counselSuch other documents, in form agreements, assignments, instruments and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be required by this Agreement or as may be reasonably requested by the other partiesCompany to effect the transactions contemplated by, including without limitation:and the terms and conditions of, this Agreement. (b) Within two Business Days of the Effective Date, each Series A Holder shall deliver to the Holding Agent, for delivery to the Company at Closing, the following (with the understanding that a document or instrument is duly executed if signed by an authorized representative of the Series A Holder party to such document or instrument and/or which holds the document or instrument being amended by such document or instrument): (i) Certificates A duly executed counterpart signature page to the Amendment to Common Stock Purchase Warrant (Additional Warrants) in the form attached hereto as Exhibit B with respect to each of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by Additional Warrants (as defined in the appropriate Secretary of State and dated within ten (10Dolphin Purchase Agreement) business days of Closingissued to such Series A Holder under the Dolphin Purchase Agreement; (ii) Incumbency Certificates certifying A duly executed counterpart signature page to the identity Amendment to Amended and Restated Investor Rights Agreement in the form attached hereto as Exhibit C; (iii) A duly executed counterpart signature page to the Second Amended and Restated Registration Agreement in the form attached hereto as Exhibit D; (iv) The original certificates representing all of the officers shares of Series A Preferred issued to such Series A Holder pursuant to the delivering party Purchase Agreement, each executed and its subsidiariesnotated by the holder thereof as necessary for conversion into Common Stock and cancellation pursuant to the terms of this Agreement; and (v) Such other documents, agreements, assignments, instruments and certificates as may be required by this Agreement or as may be reasonably requested by the Company to effect the transactions contemplated by, and the terms and conditions of, this Agreement. (c) Within two Business Days of the Effective Date, the Company shall deliver to the Holding Agent, for delivery to Dolphin or the Series A Holder party to the relevant document, the following (with the understanding that a document or instrument is duly executed if signed by an authorized representative of the Company): (i) A duly executed counterpart signature page to the Amendment to Common Stock Purchase Warrant (Amended and Restated) in the form attached hereto as Exhibit A with respect to each of the Amended and Restated Warrants issued to Dolphin under the Dolphin Purchase Agreement; (ii) A duly executed counterpart signature page to the Amendment to Common Stock Purchase Warrant (Additional Warrants) in the form attached hereto as Exhibit B with respect to each of the Additional Warrants issued to Dolphin or any Series A Holder under the Dolphin Purchase Agreement; (iii) Charters or Operating Agreements, A duly executed counterpart signature page to the Amendment to Amended and Restated Investor Rights Agreement in the form attached hereto as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries.Exhibit C; (iv) copies of all resolutions and/or unanimous written consent actions adopted A duly executed counterpart signature page to the Second Amended and Restated Registration Agreement in the form attached hereto as Exhibit D: and (v) Such other documents, agreements, assignments, instruments and certificates as may be required by this Agreement or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing as may be reasonably requested by Dolphin or a Series A Holder effect the transactions contemplated hereunderby, certified by an officer as of and the date of Closing in form reasonably acceptable to the receiving partyterms and conditions of, this Agreement.

Closing Deliveries. (a) At Closing the parties will deliver Closing, Buyer shall deliver, or cause to be delivered delivered, to HD Supply (or one or more other Sellers designated by HD Supply) the following in form and substance reasonably satisfactory to the other partiesfollowing: (ai) ACS2 will deliver payment, by wire transfer(s) to one or more bank accounts designated in writing by HD Supply (such designation to be made by HD Supply at least two (2) Business Days prior to the LLC stock certificates evidencing all Advanced StockClosing Date), of an amount in immediately available Dollars equal to the Closing Purchase Price, less any deduction, exception, set off or withholding required under applicable Law; (ii) the certificate to be delivered pursuant to Section 7.3(c); (iii) a counterpart of the Transition Services Agreement substantially in the form attached as Exhibit 2.8(a)(iii) hereto (the “Transition Services Agreement”), duly endorsed executed by ACS2 Buyer (or with stock powers attachedone or more Affiliates of Buyer designated by Buyer); providedand (iv) a counterpart of (A) the Assignment and Assumption Agreement and Xxxx of Sale for the Purchased Assets and the Assumed Liabilities, howeversubstantially in the form attached as Exhibit 2.8(a)(iv)(A) (the “Assignment Agreement and Xxxx of Sale”), that ACS2 will not be deemed and (B) the General Conveyance and Assumption of Liabilities Agreement (for the Purchased Assets and the Assumed Liabilities located in breach Canada), substantially in the form attached as Exhibit 2.8(a)(iv)(B) (the “General Conveyance and Assumption of this Agreement if it fails to obtain Liabilities Agreement”), each by and between the same from its shareholdersapplicable Seller and Buyer (or one or more Affiliates of Buyer designated by Buyer), duly executed by Buyer (or one or more Affiliates of Buyer designated by Buyer). (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of At the Closing, and (iii) each representationHD Supply shall deliver, warranty and covenant of such party under or cause to be delivered, to Buyer the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitationfollowing: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of Closingcertificate to be delivered pursuant to Section 7.2(c); (ii) Incumbency Certificates certifying the identity a counterpart of the officers Transition Services Agreement duly executed by each Seller named as a party thereto; (iii) certificates evidencing the Purchased Company Equity Interests, to the extent applicable, duly endorsed in blank or with stock or transfer powers duly executed in proper form for transfer, or other appropriate instrument of assignment and transfer; (iv) a counterpart of (A) the Assignment Agreement and Xxxx of Sale and (B) the General Conveyance and Assumption of Liabilities Agreement, duly executed by each Seller named as a party thereto, together with such other deeds of conveyance, bills of sale and other instruments as may be reasonably required by the Buyer to complete the transfer of the delivering party Purchased Assets and its subsidiariesthe Assumed Liabilities; (v) a release, in a form mutually agreed upon by Buyer and Sellers, executed by Bank of America, N.A. (“BoA”) as administrative agent and collateral agent under the Credit Agreement, dated as of April 12, 2012, by and among HD Supply, BoA and the lenders from time parties thereto, with respect to the guarantee obligations thereunder of the Purchased Companies and their Subsidiaries; (vi) a release, in a form mutually agreed upon by Buyer and Sellers, executed by General Electric Capital Corporation (“GECC”), as administrative agent and U.S. ABL collateral agent, and GE Canada Finance Holdings Company (“GECF”), as Canadian agent and Canadian collateral agent, under the ABL Credit Agreement, dated as of April 12, 2012, by and among HD Supply, HD Supply Canada, Inc., GECC, GECF and the lenders from time to time parties thereto, with respect to the guarantee obligations thereunder of the Purchased Companies and their Subsidiaries; (vii) special warranty deeds, or comparable instruments of transfer and assignment, with respect to the Owned Real Property that is not currently owned by a Purchased Company or a Subsidiary of a Purchased Company transferring title to such Owned Real Property into a Purchased Company or a Subsidiary of a Purchased Company; (viii) a lease assignment, sublease or comparable or necessary instruments of transfer and assignment and to the extent applicable, in a form acceptable for recording in the local land records office, with respect to the Transferred Leased Property that is not currently leased by a Purchased Company or a Subsidiary of a Purchased Company; (ix) all appropriate releases and discharges releasing and terminating (i) Liens relating to the mortgage listed on Section 2.8(b)(ix) of the Seller Disclosure Schedules and (ii) any and all Liens on the Purchased Company Equity Interests or Purchased Assets which are in favor of Wilmington Trust, National Association; and (iiix) Charters or Operating Agreementsa duly executed certificate of non-foreign status from each Seller (or, if a Seller is disregarded as certified by an entity separate from its owner for U.S. federal tax purposes, from such Seller’s owner), substantially in the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, form of the delivering party and its subsidiaries. (iv) copies of all resolutions and/or unanimous written consent actions adopted sample certification set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv)(B); provided, that if a Seller fails to deliver such certificate, Buyer shall be permitted to withhold from the consideration payable pursuant to this Agreement to such Seller any amount required by or on behalf Section 1445 of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving partyCode.

Closing Deliveries. At Closing the parties will deliver or cause to be delivered the following in form and substance reasonably satisfactory to the other parties: (a) ACS2 will deliver to the LLC stock certificates evidencing all Advanced Stock, The Tenant shall duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders. (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of on Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation: (i) Certificates the Lease, the commencement date of Existence and/or "Good Standing" regarding which will be the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days date of Closing; (ii) Incumbency Certificates certifying the identity Contribution Agreement, substantially in the form of the officers agreement attached hereto as Schedule “B”; (iii) evidence the Reserve Fund Account has been established as required under the Lease together with written agreement by the Tenant, in a form acceptable to the Landlord acting reasonably, securing the amount required to be contributed monthly to the Tenant’s reserve account to fund the Capital Repair Cost; (iv) evidence of insurance as required under the Lease; (v) certified copy of the delivering party and its subsidiariesdirectors' resolution of the Tenant authorizing the transaction; (vi) an acknowledgement the Remediation Work has been completed to the Tenant’s satisfaction except as set out in Section 6 above; (vii) an acknowledgement that all Turnover Deliveries have been provided to it; (viii) Declaration of Compliance with Anti-Harassment/Discrimination Legislation & City Policy attached to the Contribution Agreement as Schedule “G”; (ix) evidence of transfer of utilities; and (x) all other agreements and documentation and all acknowledgements and directions and other documentation required to complete this transaction and to register a satisfactory notice of the Lease on title to the Demised Premises (b) The Landlord shall duly execute and deliver on Closing: (i) the Lease; (ii) the Contribution Agreement; (iii) Charters or Operating Agreements, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries.Turnover Deliveries; (iv) copies of such keys, combination or other access devices required to access the Demised Premises; and (v) all resolutions and/or unanimous written consent actions adopted by or on behalf other agreements and documentation and all acknowledgements and directions and other documentation required to complete this transaction and to register a satisfactory notice of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable Lease on title to the receiving partyDemised Premises.

Closing Deliveries. At Closing the parties will deliver or cause to be delivered the following in form and substance reasonably satisfactory to the other parties: (a) ACS2 will deliver to the LLC stock certificates evidencing all Advanced StockExcept as otherwise indicated below, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders. (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party Seller shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitationfollowing to Purchaser: (i) Certificates each of Existence and/or "Good Standing" regarding the delivering party and its subsidiariesAncillary Agreements to which Seller is a party, certified validly executed by the appropriate Secretary a duly authorized officer of State and dated within ten (10) business days of Closing;Seller. (ii) Incumbency Certificates certifying a certificate, executed by an officer of Seller and dated the identity Closing Date, confirming on behalf of Seller that the officers of the delivering party conditions set forth in Sections 7.2.1, 7.2.2 and its subsidiaries; and7.2.3 have been satisfied; (iii) Charters or Operating Agreements, as certified by the appropriate Secretary copies of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries.all Seller Third Party Consents; (iv) copies of all resolutions and/or unanimous written consent actions adopted Seller FDA Letters; (v) the Purchased Contracts; (vi) all other Purchased Assets; provided, that (A) with respect to tangible Purchased Assets, delivery shall, unless the Parties otherwise mutually agree, be in accordance with the Transition Services Agreement and to a place within the continental United States specified by Purchaser by notice to Seller at a time prior to or after the Closing as the Parties mutually agree; and (B) Seller may retain one copy of the Product Records included within the Purchased Assets and the Purchased Contracts (and, for clarity, prior to delivering or making available any files, documents, instruments, papers, books and records containing Product Records to Purchaser, Seller shall be entitled to redact from such files, documents, instruments, papers, books and records any information to the extent that it does not relate to the Product Business); and (vii) a non-foreign affidavit of Seller dated as of the Closing Date, sworn under penalty of perjury and in the form and substance required under Treasury Regulations issued pursuant to Section 1445 of the Code certifying that Seller is not a “foreign person” as defined in Section 1445 of the Code. (b) At the Closing, Purchaser shall deliver the following to Seller: (i) each of the Ancillary Agreements to which Purchaser is a party, validly executed by a duly authorized officer of Purchaser; (ii) the Stock Consideration; (iii) a certificate, executed by an officer of Purchaser and dated the Closing Date, confirming on behalf of Purchaser that the board conditions set forth in Sections 7.3.1 and 7.3.2 have been satisfied; (iv) an agent for services of directors andprocess letter from Purchaser, if applicablein form and substance reasonably requested by Seller covering this Agreement, the stockholders Promissory Note, the Security Agreement, the Guaranty and the Ancillary Agreements; and (v) copies of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving partyall Purchaser FDA Letters.

Closing Deliveries. At the First Closing, the Second Closing and any Option Closing (each, a "Closing"): Seller will: deliver to Purchaser all certificates representing the parties will deliver or cause Shares to be delivered the following in form and substance reasonably satisfactory to the other parties: (a) ACS2 will deliver to the LLC stock certificates evidencing all Advanced Stockpurchased at such Closing, duly endorsed (or accompanied by ACS2 or with duly executed stock powers attachedpowers) for transfer to Purchaser; provided, however, that ACS2 with respect to any Common Shares held in "street name," delivery of such Common Shares will not be deemed effected on a delivery versus payment basis by book entry transfer through the facilities of one or more brokerage firms or clearing agencies, as specified by the Parties; deliver to Purchaser a certificate executed by Seller stating that (A) each of Seller's representations and warranties in breach of this Agreement if it fails to obtain the same from its shareholders. (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock was accurate in all respects as of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic Effective Date and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests accurate in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated all respects as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing Date as if made on such Closing Date, and (B) the conditions set forth in Articles VI and VII have been fulfilled (the "Seller Compliance Certificate"); and deliver to Purchaser the other certificates, instruments and documents referred to in Article VII below and required to be delivered by Seller on or prior to such Closing Date. Purchaser will: at the First Closing, deliver to Seller the Common Purchase Price and the Preferred Purchase Price for the Common Shares and Preferred Shares to be purchased at the First Closing, by wire transfer of $1,899,806.52 of immediately available funds to an account designated by Seller; at the Second Closing, deliver to Seller the Common Purchase Price and the Preferred Purchase Price for the Common Shares and Preferred Shares to be purchased at the Second Closing, by wire transfer of $1,899,804.41 of immediately available funds to an account designated by Seller; at the Option Closing, if any, deliver to Seller the Option Price by wire transfer of immediately available funds to an account designated by Seller; deliver to Seller a certificate executed by Purchaser stating that each of Purchaser's representations and warranties in this Agreement was accurate in all respects as of the Closing, Effective Date and (iii) each representation, warranty and covenant is accurate in all respects as of such party under the Merger Agreement is true and correct at the Closing Date as if made on such Closing Date; and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by Seller the other partiescertificates, including without limitation: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party instruments and its subsidiaries, certified documents referred to in Article VII below and required to be delivered by the appropriate Secretary of State and dated within ten (10) business days of Closing; (ii) Incumbency Certificates certifying the identity of the officers of the delivering party and its subsidiaries; and (iii) Charters Purchaser on or Operating Agreements, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiariesprior to such Closing Date. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.

Closing Deliveries. (a) At Closing the parties will deliver or before Closing, Contributor shall deliver, or cause to be delivered delivered, to Company the following in form and substance reasonably satisfactory to the other partiesitems for each Property, if applicable: (ai) ACS2 will deliver to a Rent Roll dated as of five (5) days of the LLC stock certificates evidencing all Advanced Stock, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholdersdate hereof. (bii) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock an executed and acknowledged counterpart of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating that certain Tax Protection Agreement regarding their ownership interests in the LLC, (substantially in the form attached hereto as Exhibit 6.14(d“A” (“Tax Protection Agreement”).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and date hereof; (iii) executed and acknowledged counterparts of those certain management agreements substantially in the form attached hereto as Exhibit “B” (collectively, the “Management Agreement”), dated the date hereof; (iv) an executed and acknowledged counterpart of that certain OP Unit Purchase Agreement substantially in the form attached hereto as Exhibit “C” (the “OP Unit Purchase Agreement”); (v) executed and acknowledged counterparts of the Accredited Investor Questionnaire in the form attached hereto as Exhibit “D”; (vi) documents conveying all of Contributor’s interest in each representationof the Entities to Company; and (vii) such other documents as may be specifically required under this Agreement, warranty and covenant of such party under the Merger Agreement is true other customary documents as shall be necessary and correct at the Closing as if made on and as of appropriate to effect the Closing. (gb) Each party will deliver an opinion of its legal counselAt or before Closing, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party Company shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by to Contributor the other partiesfollowing items for each Property, including without limitationif applicable: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of ClosingContribution Consideration; (ii) Incumbency Certificates certifying a duly executed counterpart of such disclosures and reports as are required of Company by applicable state and local law in connection with the identity conveyance of the officers Property; (iii) the Tax Protection Agreement, executed by Company and the REIT; (iv) duly executed counterparts of the delivering party Management Agreement; (v) an executed and its subsidiariesacknowledged counterpart of the OP Unit Purchase Agreement; (vi) an assumption of the Existing Loans in the form or forms required by the Existing Lenders; and (iiivii) Charters or Operating Agreements, such other documents as certified by the appropriate Secretary of State within ten (10) business days of Closingmay be specifically required under this Agreement, and Bylaws, such other customary documents as certified by an shall be necessary and appropriate officer as of to effect the Closing, of the delivering party and its subsidiaries. (ivc) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf If not previously provided to Company, Contributor shall deliver to Company originals of the board of directors and, Leases (if applicable, originals are in Contributor’s possession or control) promptly following the stockholders of Closing Date. (d) The form documents attached as exhibits to this Agreement are deemed acceptable to Company and Contributor. Company and Contributor shall each party authorizing deposit such other instruments as are reasonably required to consummate the transactions contemplated hereunder, certified by an officer as contribution of the date of Closing Properties in form reasonably acceptable to accordance with the receiving partyterms hereof.

Closing Deliveries. At Closing Closing, the parties will Parties shall perform the following acts and shall deliver or cause to be delivered the following in form and substance reasonably satisfactory documents, which shall be deemed to the other partieshave concurrently occurred: (a) ACS2 will deliver to the LLC stock certificates evidencing all Advanced StockPurchaser shall subscribe the Shares of the Capital Increase, duly endorsed by ACS2 or execute a Shareholders’ Meeting of the Company approving such capital increase, substantially in the form provided in Schedule 4.2(a) hereto, and pay the Primary Purchase Price as described in Section 2.2(a) above in immediately available funds, in accordance with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders.Section 2.3 above; (b) Dynamic will deliver the Purchaser shall pay to the LLC stock certificates evidencing Sellers the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or Secondary Purchase Price as described in Section 2.2(b) above, in immediately available funds, in accordance with stock powers attached.Section 2.3 above; (c) Advancedeach of the Sellers shall deliver to the Purchaser a receipt of the portion of the Secondary Purchase Price paid directly to such Sellers, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, substantially in the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3.provided in Schedule 4.2(c) hereto; (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests Sellers shall transfer the Shares of Sellers to the Purchaser by executing the relevant transfer orders in the LLCShare Transfer Registry Book (Livro de Registro de Transferência de Ações Nominativas) of the Company, (in duly signed by the form attached hereto as Exhibit 6.14(d).)Sellers and shall deliver to the Purchaser a copy of the transfer terms; (e) Advanced will the Sellers shall cause the Company to make the relevant annotations in the Share Registry Book (Livro de Registro de Ações Nominativas) of the Company, reflecting the ownership of the Shares by Purchaser and shall deliver to the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach Purchaser a copy of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs.relevant annotation; (f) Each party will the Sellers shall deliver to the other parties Purchaser a certificate copy of an officer (1) the relevant transfer order in the Share Transfer Registry Book (Livro de Registro de Transferência de Ações Nominativas) of delivering partyRock World, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at reflecting the Closing as if made on and as transfer of the Closing, Shares in Rock World to the Company; and (iii2) each representation, warranty and covenant the relevant annotations in the Share Registry Book (Livro de Registro de Ações Nominativas) of such party under Rock World reflecting the Merger Agreement is true and correct at the Closing as if made on and as ownership of the Closing.Shares in Rock World by the Company; (g) Each party will deliver an opinion of its legal counsel, the Purchaser and Sellers shall execute the Company Shareholders’ Agreement substantially in the form and substance reasonably acceptable to the receiving party(ies).provided in Schedule 4.2(g) hereto; (h) Each party the Purchaser and Sellers shall deliver such customary certificates hold and cause to be held pursuant to the Shareholders’ Agreement of its officers the Company (1) a Shareholders’ Meeting of the Company and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation: a Shareholders’ Meeting of Rock World substantially in form of Schedules 4.2(h)(1) and 4.2(h)(2) hereto to (i) Certificates approve amendment of Existence and/or "Good Standing" regarding the delivering party by-laws of the Company and its subsidiariesRock World, certified by the appropriate Secretary of State and dated within ten (10) business days of Closing; respectively; (ii) Incumbency Certificates certifying approve election of the identity members of the Board of Directors of the Company and Rock World; and (2) a Board of Directors’ Meeting of the Company and a Board of Directors’ Meeting of Rock World to approve election of the officers of the delivering party Company and its subsidiariesRock World; (i) the Purchaser and Sellers shall execute a pledge agreement of the Pledged Interests, as provided in Section 8.8 below, substantially in the form of Schedule 4.2(i) herein; and (iiij) Charters or Operating AgreementsXxxxxxx and the Company shall execute an employment agreement, as certified by substantially in the appropriate Secretary form of State within ten (10Schedule 4.2(j) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiariesherein. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.

Closing Deliveries. At Closing the parties will Closing, (a) Sellers shall deliver or cause to be delivered to Purchaser the following following: (i) An executed copy of the Stockholder Agreement; (ii) An executed copy of an assignment and assumption agreement providing for the assumption of Assumed Liabilities by Purchaser (the “Assignment and Assumption Agreement); (iii) Such bills of sale, certificates of title and other instruments of transfer and conveyance as are reasonably necessary to transfer (or record with any Governmental Authority the transfer of) the Purchased Assets to Purchaser in accordance herewith; (iv) An executed copy of the Transition Services Agreement; (v) An executed copy of the Supply Agreement; (vi) An executed copy of the Intellectual Property License Agreement; (vii) An executed copy of the Sublease; (viii) Subject to Section 1.1(f), executed assignment and assumption agreements, in the form attached hereto as Exhibit G, with respect to each Assumed Real Property Lease (collectively, the “Real Property Lease Assignments”); (ix) Executed stock transfer agreements, asset transfer agreements and/or other instruments of conveyance with respect to the transfer of any portion of the Purchased Assets outside the United States (including, without limitation, Equity Interests in entities organized in jurisdictions outside the United States, in forms reasonably acceptable to Purchaser; it being understood that such agreements and/or other instruments of conveyance are intended solely to formalize such foreign transfers in order to comply with any local Laws pertaining thereto) (“Foreign Transfer Agreements”); (x) Certificates representing the Equity Interests, duly endorsed in blank or accompanied with appropriate stock powers and with all stock transfer Tax stamps affixed if stock, or duly executed assignments of such Equity Interests which are not held in the form of stock, or Sellers shall have taken such other actions as may be necessary under applicable Laws to transfer ownership of such Equity Interests to Purchaser; (xi) A certificate from each Seller, in form and substance reasonably satisfactory to Purchaser, establishing that the other parties:transfer of the Purchased Assets is exempt from withholding under Section 1445 of the Code; (axii) ACS2 will deliver Required documentation in connection with Transfer Taxes, if any, including, any valid VAT invoice; (xiii) Resignations of those officers and directors of any Transferred Entity who are not employees of such Transferred Entity which Purchaser shall request in writing before the Closing; (xiv) Books and records of the Transferred Entities, including for each, the corporate minute book, seal (where applicable) and stock ledger book; and (xv) an executed copy of a termination notice in substantially the form attached hereto as Schedule 2.3(a)(xv) given by Honeywell Deutschland GmbH to HCS Germany with regard to the LLC stock certificates evidencing all Advanced Stockdomination and profit transfer agreement (Beherrschungs-und Gewinnabführungsvertrag) in place between such parties, duly endorsed including a confirmation of receipt of such notice by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholdersHCS Germany. (b) Dynamic will Purchaser shall deliver to Sellers the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitationfollowing: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of ClosingCash Consideration pursuant to Section 1.6; (ii) Incumbency Certificates certifying representing the identity Stock Consideration registered in the name of Honeywell (or one or more of its designated Affiliates), which certificate(s) may be legended as provided in the Stockholder Agreement; (iii) Executed copies of the officers Stockholder Agreement, the Assignment and Assumption Agreement, the Transition Services Agreement, the Supply Agreement, the Intellectual Property License Agreement, the Real Property Lease Assignments, and the Sublease (iv) An opinion of counsel as to the valid issuance of the delivering party Stock Consideration; (v) Required documentation in connection with Transfer Taxes, if any, including but not limited to completed resale certificates for each state in which Inventory transferred pursuant to this Agreement is located for purposes of the respective state’s sales and its subsidiariesuse taxes; and (iiivi) Charters or Operating Agreements, All such other documents and instruments of assumption as certified by shall be reasonably necessary for Purchaser to assume the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiariesAssumed Liabilities in accordance herewith. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.

Closing Deliveries. At Closing the parties Acquiring Corporation, Newco and Target Corporation will deliver deliver, or cause to be delivered delivered, on the Closing Date the following in form and substance reasonably satisfactory instruments (collectively, the "Transaction Documents") to the other partieswhich they are a party: (a) ACS2 will deliver Other than with respect to Dissenting Shares, letters of transmittal in a form satisfactory to the LLC parties, executed by shareholders of Target Corporation, together with certificates representing the Common Stock or affidavits of lost stock certificates evidencing all Advanced in lieu thereof and any bonds (or other documentation relating to ownership of Common Stock) that may be required in connection therewith, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach the reasonable discretion of this Agreement if it fails to obtain the same from its shareholders.Acquiring Corporation; (b) Dynamic will deliver Other than with respect to Dissenting Shares, powers of attorney, in a form satisfactory to the LLC stock certificates evidencing parties, executed by shareholders of Target Corporation acknowledging their obligations under this Agreement and appointing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached.Shareholder Representative as their attorney-in-fact; (c) AdvancedA Noncompetition Agreement between Acquiring Corporation or Surviving Corporation and each of Xxxxxxx Xxxxxxx Xxxxxx Xxxxxx, Dynamic Xxx Xxxxxx and the LLC will each execute and deliver Acceptance and Contribution Contracts, Xxxxxx Xxxxxxx Xxxxxx in substantially the form of which is attached hereto as Exhibit 6.14(cF (the "Noncompetition Agreement"). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3.; (d) ACS2 An Opinion of Counsel of Target Corporation in substantially the form attached hereto as Exhibit G; (e) A Mutual Release of Claims in substantially the form attached hereto as Exhibit I (the "Release of Claims") executed immediately prior to the Merger by Target Corporation and Dynamic will execute each of the officers and deliver the Operating directors of Target Corporation; (f) The Escrow Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing.E; (g) Each party will deliver an opinion A power of attorney of Target Corporation and its legal counsel, Subsidiaries as provided for in form and substance reasonably acceptable to the receiving party(iesSection 6.2(g).; and (h) Each party Such additional information or documents as Acquiring Corporation, Newco or Target Corporation shall deliver such customary certificates have reasonably required to evidence the consummation of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of Closing; (ii) Incumbency Certificates certifying the identity of the officers of the delivering party and its subsidiaries; and (iii) Charters or Operating Agreements, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving partythis Agreement.

Closing Deliveries. At Closing (a) On or prior to the parties will deliver Closing, Amyris shall deliver, or cause to be delivered delivered, to Nikko a certificate of Amyris’ Secretary or other duly authorized officer, in a form reasonably acceptable to Nikko, certifying that (A) attached are true and correct copies of the following resolutions of Amyris authorizing the execution, delivery and performance of this Agreement and the other documents to which it is a party contemplated hereby and thereby and the consummation of the transactions contemplated by this Agreement, (B) all such resolutions are in form full force and substance effect and have not been repealed or contravened, (C) such resolutions constitute all the resolutions adopted in connection with the transactions contemplated by this Agreement and (D) all of its representations and warranties set forth herein are true and correct. Further, on or prior to the Closing, Amyris shall provide (i) written consents to consummate the transaction contemplated hereby, which are issued by all of the financial institution(s) and other Persons lending money to or providing guarantees for Amyris (and whose consent is required for such consummation), (ii) written consent from Akzo Nobel SPG LLC confirming that the Company is entitled to exercise any and all rights under the Akzo Nobel Agreements or other documentation relating to the Akzo Nobel Agreements reasonably satisfactory to Nikko, (iii) a statement pursuant to Treasury Regulation Section 1.1445-2(b), in a form reasonably satisfactory to Nikko, providing that Amyris is not a “foreign person” for purposes of Section 1445 of the other parties: Code, (aiv) ACS2 a list of Amyris’ debt-holders; (v) warranty deed conveying the Real Property to the Company together with any necessary sewer, utility and access easements; (vi) a xxxx of sale and assignment from Amyris conveying to the Company the Assets; (vii) a statement of termination of the UCC financing statement filed for the First Western Bank & Trust (DBA All Lines Leasing); and (viii) financial statements of Glycotech/Salisbury. In relation to Section 3.2.(a)(i), Amyris hereby confirms that it will deliver a letter of waiver and release issued by Stegodon Corporation concerning the transactions contemplated by this Agreement and that no other consent is required to consummate such transactions in accordance with the LLC stock certificates evidencing all Advanced Stock, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach terms of this Agreement if it fails to obtain the same from its shareholdersAgreement. (b) Dynamic will deliver On or prior to the LLC stock certificates evidencing the outstanding capital stock Closing, each of the Dynamic Subsidiaries duly endorsed by Dynamic Nikko Chemicals and Nissa shall deliver, or with stock powers attached. (c) Advancedcause to be delivered, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties Amyris a certificate of an officer of delivering partyNikko Chemicals’ or Nissa’s Secretary, dated as of Closingapplicable, or other duly authorized officer, in a form reasonably acceptable to Amyris, certifying that (iA) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is attached are true and correct copies of the resolutions of Nikko Chemicals or Nissa, as applicable, authorizing the execution, delivery and performance of this Agreement, the other documents and the other documents to which it is a party contemplated hereby and thereby and the consummation of the transactions contemplated by this Agreement, (B) all such resolutions are in full force and effect and have not been repealed or contravened, (C) such resolutions constitute all the resolutions adopted in connection with the transactions contemplated by this Agreement and (D) all of its representations and warranties set forth herein are true and correct. Further, at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under Nikko shall remit the Merger Agreement is true and correct at the Closing as if made on and as of the ClosingInitial Purchase Price in accordance with Section 2.2. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of Closing; (ii) Incumbency Certificates certifying the identity of the officers of the delivering party and its subsidiaries; and (iii) Charters or Operating Agreements, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.

Closing Deliveries. (a) At or prior to the Closing, the Sellers shall deliver to the Buyer: (i) the Purchased Assets; (ii) evidence that the Sellers have, at the Sellers’ expense and without cost or other adverse consequence to the Buyer, sent all notices, made all filings and obtained all Consents (except for Consents under Third Party Agreements) and Orders required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby; (iii) all Ancillary Agreements to which any Seller is a party, dated the Closing Date and duly executed by such Seller; (iv) evidence of the parties will deliver acceptance of employment with the Buyer of at least ninety percent (90%) of the Identified Employees, including each of the individuals named by the Buyer in writing and delivered to the Sellers on or cause prior to be delivered the following date hereof; (v) restrictive covenant and work made for hire agreements executed by each Transferred Employee in form and substance reasonably satisfactory to the other parties:Buyer; (avi) ACS2 will deliver an opinion of counsel to the LLC stock certificates evidencing all Advanced StockSellers, duly endorsed by ACS2 or with stock powers attached; provideddated the Closing Date, however, that ACS2 will not be deemed substantially in breach of this Agreement if it fails to obtain the same from its shareholders. (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3.A; (dvii) ACS2 and Dynamic will execute and deliver a certificate dated the Operating Agreement regarding their ownership interests Closing Date executed by the President or other authorized officer of each Seller certifying as to the satisfaction of each of the conditions set forth in the LLC, (Article VI substantially in the form attached hereto as of Exhibit 6.14(d).)B; (eviii) Advanced will deliver a certificate dated the cancellation agreements referenced Closing Date executed by the Secretary of each Seller certifying as to the director, stockholder and other resolutions authorizing the Transaction Documents substantially in Section 1.7; provided, however, that Advanced will not be deemed in breach the form of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs.Exhibit C; (fix) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) good standing certificates for each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and Seller dated within ten (10) business days prior to the Closing Date from its jurisdiction of organization; (x) evidence of the release of all Encumbrances on the Purchased Assets; (xi) all documents obtained by the Sellers pursuant to Section 6.3; and (xii) such other agreements, certificates, instruments and documents as the Buyer may reasonably request in order to fully consummate the transactions contemplated by and carry out the purposes and intent of this Agreement. (b) At or prior to the Closing, the Buyer shall deliver to the Sellers: (i) the Closing Payment by wire transfer to the Sellers’ Account; (ii) Incumbency Certificates certifying all Ancillary Agreements to which the identity Buyer is a party, dated the Closing Date and duly executed by the Buyer; (iii) a certificate dated the Closing Date executed by the President or other authorized officer of the officers Buyer certifying as to the satisfaction of each of the delivering party conditions set forth in Article VII substantially in the form of Exhibit D; (iv) a certificate dated the Closing Date executed by the Secretary of the Buyer certifying as to the director, stockholder and its subsidiariesother resolutions authorizing the Transaction Documents substantially in the form of Exhibit E; and (iiiv) Charters or Operating Agreementssuch other agreements, certificates, instruments and documents as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing Sellers may reasonably request in order to fully consummate the transactions contemplated hereunder, certified by an officer as and carry out the purposes and intent of the date of Closing in form reasonably acceptable to the receiving partythis Agreement.

Closing Deliveries. (a) At the Closing, the Company shall deliver to Parent the following: (i) the executed Written Consent of the Company Stockholders; (ii) evidence of delivery of Letters of Transmittal to the Company Stockholders, as well as copies of any executed Letters of Transmittal, together with Stock Certificates, that the Company received prior to the Closing; (iii) the Estimated Closing Statement; (iv) the parties will deliver or cause executed Certificate of Merger to be delivered the following in form and substance reasonably satisfactory to the other parties:Secretary of State of the State of Delaware for filing; (av) ACS2 will deliver to written resignations, effective as of the LLC stock certificates evidencing Closing Date, of the officers and directors of the Company; (vi) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company, dated as of the Closing Date, certifying (A) that attached thereto is the certificate of incorporation of the Company, as amended through the Closing Date, (B) that attached thereto are the by-laws of the Company, as amended through the Closing Date, (C) that attached thereto are true and complete copies of all Advanced Stockresolutions adopted by the board of directors of the Company authorizing the execution, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach delivery and performance of this Agreement if it fails and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; and (D) the names and signatures of the officers of the Company authorized to obtain sign this Agreement, the same from its shareholdersAncillary Documents and the other documents to be delivered hereunder and thereunder; (vii) all authorizations, consents and approvals necessary to consummate the transactions contemplated hereby; (viii) an executed affidavit, dated not more than thirty (30) days prior to the Closing Date, in accordance with Code section 1445(b)(3) and Treasury Regulation section 1.1445-2, which statement certifies that the Company is not a United States real property holding corporation; and (ix) all other certificates, instruments and other documents required to effect the transactions contemplated hereby as reasonably requested by Parent. (b) Dynamic will At the Closing, Parent shall deliver to the LLC stock certificates evidencing Company the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitationfollowing: (i) Certificates a certificate of Existence and/or "Good Standing" regarding the delivering party Secretary or an Assistant Secretary (or equivalent officer) of Parent and its subsidiariesMerger Sub, certified dated as of the Closing Date, certifying that (A) attached thereto are true and complete copies of the resolutions adopted by the appropriate Secretary Parent Board and Special Committee authorizing the execution, delivery and performance of State this Agreement and dated within ten the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, (10B) business days attached thereto are true and complete copies of Closingthe resolutions adopted by the board of directors of Merger Sub authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and (C) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (ii) Incumbency Certificates a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Parent and Merger Sub certifying the identity names and signatures of the officers of Parent and Merger Sub authorized to sign this Agreement, the delivering party Ancillary Documents and its subsidiariesthe other documents to be delivered hereunder and thereunder; and (iii) Charters or Operating Agreementsall other certificates, instruments and other documents required to effect the transactions contemplated hereby as certified reasonably requested by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiariesCompany. (ivc) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of At the board of directors andClosing, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable Parent shall deliver to the receiving partyStockholders’ Representative the following: (i) wire transfers of immediately available funds equal to the Closing Payment to an account and in accordance with instructions delivered to Parent by the Stockholders’ Representative prior to the Closing Date; and (ii) wire transfers of immediately available funds equal to the Stockholders’ Representative Expense Amount and in accordance with instructions delivered to Parent by the Stockholders’ Representative prior to the Closing Date.

Closing Deliveries. At Closing the parties will deliver or cause to be delivered the following Purchaser shall have received, in form and substance reasonably satisfactory to Purchaser, such agreements, documents, instruments and certificates as shall be reasonably requested by Purchaser to consummate the other partiestransactions contemplated hereby to and convey to Purchaser all of the Units as contemplated herein, including the following duly executed instruments: (a) ACS2 will deliver to the LLC stock certificates evidencing all Advanced Stock, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders.consents listed on Schedule 3.3; (b) Dynamic will deliver to a good standing certificate for the LLC stock certificates evidencing the outstanding capital stock Company, dated within five (5) days of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached.Closing Date; (c) Advancedcertificates relating to the Units, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3.endorsed for transfer or accompanied by executed assignments separate from certificate; (d) ACS2 and Dynamic will execute and deliver a Secretary’s Certificate of the Operating Agreement regarding their ownership interests in Company, certifying as to resolutions adopted by the LLC, (in Company’s members approving the form attached hereto as Exhibit 6.14(d).)transaction described herein; (e) Advanced will deliver a payoff letter or similar documentation, in form reasonably acceptable to Purchaser, with respect to all Closing Payoff Debt, which letters (each a “Payoff Letter”) provide for the cancellation agreements referenced full satisfaction of all obligations related to the Closing Payoff Debt, and with respect to any secured Closing Payoff Debt, the release of all Liens relating to such Closing Payoff Debt, in Section 1.7each case following satisfaction of the terms contained in such Payoff Letters; provided, however, together with executed UCC-2 or UCC-3 termination statements (or any other applicable termination statement) executed by each Person holding Closing Payoff Debt that Advanced will not be deemed provides for a security interest in breach any assets of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs.Company; and (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as revised Operating Agreement reflecting Purchaser’s status sole member of the Closing, Company and (iii) each representation, warranty and covenant of other such party under the Merger Agreement is true and correct at the Closing terms as if made on and as of the ClosingPurchaser requests. (g) Each party will deliver an opinion of its legal counselemployment agreements in a form approved by Purchaser, in form for Seller and substance reasonably acceptable to the receiving party(ies)Key Employees with terms no longer than three (3) years at salaries not greater than current compensation levels. (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of Closing; (ii) Incumbency Certificates certifying the identity of the officers of the delivering party and its subsidiaries; and (iii) Charters or Operating Agreements, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.

Closing Deliveries. At Closing or prior to the parties will Closing, (a) Chemtura shall, and shall cause the other Sellers to, deliver or cause to be delivered to Purchaser (and, where applicable, the following Country-Specific Purchasers) the following: (i) an executed copy of an assignment and assumption agreement, substantially in the form of Exhibit A, providing for the assumption of Assumed Liabilities by Purchaser (the “Assignment and Assumption Agreement”); (ii) executed copies of the International Asset Purchase Agreements; (iii) executed copies of the International Stock Purchase Agreements; (iv) such bills of sale, certificates of title and other instruments of transfer and conveyance as are reasonably necessary to transfer (or record with any Governmental Authority the transfer of) the Transferred Assets in accordance herewith; (v) an executed copy of the Transition Services Agreement; (vi) an executed copy of each Supply Agreement; (vii) an executed copy of the IP License Agreement; (viii) an executed copy of each of the Brazilian Closing Agreements; (ix) executed assignment and assumption agreements, substantially in the form attached hereto as Exhibit B (subject to changes in such form as may be required by local Laws or as may be customary in each jurisdiction), with respect to each Transferred Real Property Lease (collectively, the “Real Property Lease Assignments”); (x) certificates representing the Equity Interests in the Transferred Entities, duly endorsed in blank or accompanied with appropriate stock powers and with all stock transfer Tax stamps affixed if stock, or duly executed assignments of such Equity Interests which are not held in the form of stock, or other documents as may be necessary under applicable Laws to transfer ownership of such Equity Interests to Purchaser or its specified designees; (xi) a certificate from each relevant Seller, in form and substance reasonably satisfactory to Purchaser, establishing that the other parties:transfer of any Transferred Asset that is a United States real property interest within the meaning of Section 897(c) of the Code is exempt from withholding under Section 1445 of the Code; (axii) ACS2 will deliver resignations of those officers and directors of any Transferred Entity that Purchaser shall request in writing at least 5 Business Days prior to the LLC stock certificates evidencing all Advanced StockClosing; (xiii) certificate of good standing (or the functional equivalent thereof, duly endorsed if any, in the applicable jurisdiction) of each Transferred Entity identified with an asterisk on Schedule B in its applicable jurisdiction of formation dated no earlier than ten Business Days prior to the Closing Date; (xiv) payoff letters and lien releases with respect to any Closing Indebtedness that constitutes indebtedness for borrowed money (and any other liens agreed upon in good faith by ACS2 the parties), in a form reasonably acceptable to the parties; and (xv) unaudited consolidated statements of income of the Business in a form substantially similar to the “Hyperion P&L” statements contained in the “Project Platinum” online data room (items 3.2.29.1 and 3.2.29.2) for each month in calendar year 2014 ended 45 days or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails more prior to obtain the same from its shareholdersClosing Date. (b) Dynamic will Purchaser (and, where applicable, the Country-Specific Purchasers) shall deliver to Chemtura the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitationfollowing: (i) Certificates an executed copy of Existence and/or "Good Standing" regarding each of the delivering party Assignment and its subsidiaries, certified by Assumption Agreement; each International Asset Purchase Agreement; each International Stock Purchase Agreement; the appropriate Secretary of State Transition Services Agreement; the Supply Agreements; the IP License Agreement; the Real Property Lease Assignments; and dated within ten (10) business days of Closingthe Brazilian Closing Agreements; (ii) Incumbency Certificates certifying all such other documents and instruments of assumption as shall be reasonably necessary for Purchaser (and, where applicable, the identity of Country-Specific Purchasers) to assume the officers of the delivering party and its subsidiariesAssumed Liabilities in accordance herewith; and (iii) Charters or Operating Agreementsstock certificates or, as certified by the appropriate Secretary at Chemtura’s option, evidence of State within ten (10) business days shares in book-entry form, representing 2,000,000 shares of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiariesPurchaser Common Stock. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.

Closing Deliveries. (a) At Closing the parties will deliver Closing, Seller Parties shall deliver, or cause to be delivered delivered, to Buyer each of the following in form and substance reasonably satisfactory to the other partiesfollowing: (ai) ACS2 will deliver to the LLC stock certificates evidencing all Advanced StockAssignment and Assumption Agreement, duly endorsed executed by ACS2 or with stock powers attachedSeller Parties; (ii) Patent Assignment Agreement, duly executed by Seller Parties; (iii) Clinical Manufacturing and Supply Agreement, duly executed by GlaxoSmithKline Trading Services Limited; providedCERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, howeverMARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. (iv) the consents set forth on Schedule 10.1(e); and (v) Officer’s Certificate of each Seller Party, dated as of the Closing Date, signed by a duly authorized officer of each Seller Party, certifying that ACS2 will not be deemed the conditions specified in breach Sections 10.1(a) (Accuracy of this Agreement if it fails to obtain the same from its shareholdersRepresentations) and 10.1(b) (Seller Parties’ Performance) have been fulfilled. (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of At the Closing, and (iii) Buyer shall deliver, or cause to be delivered, to Seller Parties each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitationfollowing: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party Assignment and its subsidiariesAssumption Agreement, certified duly executed by the appropriate Secretary of State and dated within ten (10) business days of ClosingBuyer; (ii) Incumbency Certificates certifying the identity Patent Assignment Agreement, duly executed by Buyer; (iii) Clinical Manufacturing and Supply Agreement, duly executed by Buyer; (iv) Officer’s Certificate, dated as of the officers Closing Date, signed by a duly authorized officer of Buyer, certifying that the delivering party conditions specified in Sections 10.2(a) (Accuracy of Representations) and its subsidiaries10.2(b) (Buyer’s Performance) have been fulfilled; and (iiiv) Charters or Operating Agreementsby wire transfer to an account specified by Seller Parties no later than [***] prior to the Closing Date, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicablein immediately available funds, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving partyUpfront Fee.

Closing Deliveries. (a) At Closing the parties will Closing, the Shareholders shall deliver or cause to be delivered the following in form and substance reasonably satisfactory to the other partiesPSI: (ai) ACS2 will deliver an executed counterpart of each Employment Agreement, duly executed by the Executive that is a party thereto; (ii) an executed counterpart of the Facility Lease, duly executed by an authorized representative of the Landlord; (iii) constructive possession of the Records of PPPI; (iv) a good standing certificate for PPPI issued by the Secretary of State of the State of Illinois, no earlier than ten (10) calendar days prior to the LLC stock certificates evidencing Closing Date; (v) an affidavit from the Seller substantially in the form set forth in Section 1.1445-2(b)(2)(iv) of the Treasury regulations, certifying under penalties of perjury that the Seller is not a “foreign person” within the meaning of Section 1445 of the Code; (vi) a certificate representing all Advanced of the issued and outstanding shares of PPPI Stock, duly endorsed in blank or accompanied by ACS2 or with a stock powers attached; providedpower duly endorsed in blank; (vii) a certificate from a duly authorized officer of the Seller, howeverin form reasonably satisfactory to PSI, that ACS2 will not be deemed in breach setting forth the resolutions of the Board of Directors of the Seller authorizing the execution of this Agreement if it fails and all Ancillary Agreements to obtain which the same from its shareholdersSeller is a party and the taking of any and all actions deemed necessary or advisable to consummate the transactions contemplated herein and therein; and (viii) such other usual and customary documents and instruments as PSI may reasonably request. (b) Dynamic will At the Closing, PSI shall deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitationSeller: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party Cash Payment in the manner and its subsidiaries, certified by to the appropriate Secretary of State and dated within ten (10) business days of ClosingPersons specified in Section 2.5 below; (ii) Incumbency Certificates certifying a certificate from the identity Secretary or an Assistant Secretary of PSI, in form reasonably satisfactory to the Shareholders, setting forth the resolutions of the officers Board of Directors of PSI authorizing the execution of this Agreement and all Ancillary Agreements to which PSI is a party and the taking of any and all actions deemed necessary or advisable to consummate the transactions contemplated herein and therein; (iii) a good standing certificate for PSI issued by the Secretary of State of the delivering party and its subsidiariesState of Delaware no earlier than ten (10) calendar days prior to the Closing Date; and (iii) Charters or Operating Agreements, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of such other usual and customary documents and instruments as the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form Shareholders may reasonably acceptable to the receiving partyrequest.

Closing Deliveries. (i) At the Mandatory Issuance Closing or any Mandatory Issuance Subsequent Closing, as the parties will case may be, Holdings shall deliver to Purchaser (A) certificates evidencing such number of shares of Common Stock (as calculated in accordance with Section 3(b)(ii) above) (the "Mandatory Issuance Shares"), pursuant to the Mandatory Issuance Notice to which the Mandatory Issuance Closing or cause to be delivered the following such Mandatory Issuance Subsequent Closing relates, in definitive form and substance reasonably satisfactory registered in the name of Purchaser and/or such assigns permitted pursuant to the other parties: Note and in such denominations as Purchaser shall reasonably request, (aB) ACS2 will deliver to the LLC stock certificates evidencing all Advanced Stock, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders. (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock proof of the Dynamic Subsidiaries duly endorsed payment prior to such Mandatory Issuance Closing Date of applicable documentary stamp taxes and any other fees or costs imposed on the issuance of the Mandatory Issuance Shares by Dynamic or with stock powers attached. any Governmental Agency having jurisdiction over such issuance, (cC) Advancedan executed signature page of the Subscription Agreement, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the a form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic A (the "Subscription Agreement") and ACS2 Contribution Consideration as contemplated under Section 1.3. (dD) ACS2 and Dynamic will execute and deliver an executed signature page of the Operating Agreement regarding their ownership interests in the LLCNote Assignment, (in the a form of which is attached hereto as Exhibit 6.14(d).) B (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies"Note Assignment"). (hii) Each party At the Mandatory Issuance Closing or any Mandatory Issuance Subsequent Closing, as the case may be, the Company shall deliver such customary certificates to Purchaser (A) an amount in cash equal to the sum of its officers (x) any accrued and such unpaid interest (other customary closing documentation as may be reasonably requested by than accrued and unpaid interest added to the other parties, including without limitation: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of Closing; (ii) Incumbency Certificates certifying the identity Invested Principal Amount pursuant Section 2.01 of the officers Notes) in respect of the delivering party Notes assigned pursuant to the Mandatory Issuance Notice delivered to Holdings under Section 3(b)(ii) above, (y) any cash payment in lieu of any fractional share of Common Stock pursuant to Section 3(b)(ii) above, and its subsidiaries; and(z) the Redemption Payment, and (B) a new Note representing the Current Invested Principal Amount, if any. (iii) Charters At the Mandatory Issuance Closing or Operating Agreementsany Mandatory Issuance Subsequent Closing, as certified the case may be, Purchaser shall deliver to Holdings (A) an executed signature page of the Subscription Agreement, (B) an executed signature page of the Note Assignment, (C) such number of Notes owned by Purchaser with an aggregate principal amount equal to the appropriate Secretary Conversion Principal Amount as set forth in the Mandatory Issuance Notice to which the Mandatory Issuance Closing or such Mandatory Issuance Subsequent Closing relates, together with an instrument of State within ten (10) business days of Closingtransfer reasonably satisfactory to Holdings duly executed by Purchaser, and Bylaws(D) the Issuance Purchase Price for the Mandatory Issuance Shares. Upon such delivery, as certified by an appropriate officer as of Closingand subject to Section 3(c) above, of Holdings shall receive the delivering party relevant Notes and its subsidiariesall the rights pertaining to a holder thereof other than the Exchange Rights. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.

Closing Deliveries. At Closing the parties will deliver or cause to be delivered Lender shall have received each of the following documents, instruments and agreements, each of which shall be in form and substance reasonably satisfactory and executed in such counterparts as shall be acceptable to the other parties: (a) ACS2 will deliver to the LLC stock certificates evidencing all Advanced Stock, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders. (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic Lender and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver shall, unless otherwise indicated, be dated the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitationEffective Date: (i) Certificates an Amended and Restated Promissory Note payable to the order of Existence and/or "Good Standing" regarding Lender in the delivering party and its subsidiariesamount of the Commitment (as increased pursuant to this Agreement), certified substantially in the form of Exhibit A attached hereto (the “Amended Note”), duly executed by the appropriate Secretary of State and dated within ten (10) business days of ClosingBorrower; (ii) Incumbency Certificates certifying the identity a copy of the officers articles or certificate of incorporation, articles or certificate of organization, or comparable charter documents, and all amendments thereto, of Borrower and each Material Subsidiary, accompanied by a certificate of a Manager of Borrower (on behalf of Borrower as to itself and in Borrower’s capacity as the delivering party sole manager of each such Material Subsidiary) that such copy is true, correct and its subsidiaries; andcomplete on the Effective Date; (iii) Charters a copy of the operating agreement or Operating Agreements, as certified by the appropriate Secretary of State within ten (10) business days of Closingcomparable charter document, and Bylaws, as certified by an appropriate officer as of Closingall amendments thereto, of Borrower and each Material Subsidiary, accompanied by a certificate of a Manager of Borrower (on behalf of Borrower as to itself and in Borrower’s capacity as the delivering party sole manager of each such Material Subsidiary) that such copy is true, correct and its subsidiaries.complete on the Effective Date; (iv) certain certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as Lender has requested relating to the existence of Borrower and each Material Subsidiary and to the effect that each such Person is in good standing with respect to the payment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictions; (v) a certificate of incumbency of all Managers of Borrower who will be authorized to execute or attest to any Loan Document, dated the Effective Date, executed by an authorized Manager of Borrower; (vi) copies of all resolutions and/or unanimous written consent actions or comparable authorizations approving this Agreement and the other Loan Documents and authorizing the transactions contemplated by this Agreement and the other Loan Documents (including without limitation the Commitment increase contemplated by this Agreement), duly adopted by or on behalf of the board of directors managers and, if applicable, members of Borrower accompanied by a certificate of a Manager of Borrower that such copies are true, correct and complete copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, if required by such Law, by the stockholders operating agreement or comparable charter documents of each party authorizing Borrower) by the transactions contemplated hereunderunanimous written consent of the board of managers and, certified by an officer if applicable, members of Borrower, as applicable, and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified, or rescinded or revoked in any respect, and are in full force and effect as of the date of Closing Effective Date; and (vii) such other documents, certificates and instruments as Lender or its counsel may have reasonably requested (provided that no legal opinions will be required under this Section 4(a)), such documents, certificates and instruments to be satisfactory to Lender or its counsel in form reasonably acceptable to the receiving partyall respects in its or their reasonable discretion.

Closing Deliveries. (a) At Closing the parties Closing, Parent will deliver deliver, or cause to be delivered the following in form and substance reasonably satisfactory delivered, to the other partiesBuyer: (ai) ACS2 will deliver the Deed, duly executed and acknowledged by Seller and in recordable form; (ii) the Xxxx of Sale, duly executed by Seller; (iii) copies of all Seller’s Required Consents obtained by Parent or Seller ; (iv) the certificate of incorporation, certificate of formation or similar formation document of each of Parent and Seller, certified as of a date not earlier than 15 days prior to the LLC stock certificates evidencing all Advanced StockClosing Date, duly endorsed by ACS2 the office of the Secretary of State of such entity’s organization; (v) a certificate of good standing with respect to (A) Seller , dated as of a date not earlier than 20 days prior to the Closing Date, from the office of the Secretary of State of such entity’s organization and from the office of Secretary of State of each state in which Seller is qualified or with stock powers attached; providedlicensed to do business as a foreign limited liability company, howeverand (B) Parent, that ACS2 will dated as of a date not be deemed in breach earlier than 20 days prior to the Closing Date, from the office of the Secretary of State of such entity’s organization; (vi) copies, certified on the Closing Date by the Secretary or Assistant Secretary of each of Parent and Seller of corporate or limited liability company resolutions, as applicable, authorizing the execution and delivery of this Agreement if it fails and each Ancillary Agreement to obtain which Parent or Seller is a party, and the same from its shareholdersconsummation of the transactions contemplated hereby and thereby; (vii) a certificate dated the Closing Date of the Secretary or Assistant Secretary of each of Parent and Seller identifying the name and title and bearing the signatures of the respective officers thereof authorized to execute and deliver this Agreement and each Ancillary Agreement to which Parent or Seller is a party; (viii) a complete copy of the Organizational Documents as in effect on the Closing Date of each of Parent and Seller, certified by the Secretary or Assistant Secretary of each of Parent and Seller; and (ix) such other documents as Buyer may reasonably request to carry out the purposes of this Agreement. (b) Dynamic will deliver to At the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) AdvancedClosing, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC Buyer will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver Cinergy Corp. in full satisfaction of the Operating Agreement regarding their ownership interests Purchase Price one or more promissory notes, each in the LLC, (in substantially the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver A to the other parties a certificate of an officer of delivering partyBuyer’s Petition filed with the Indiana Utility Regulatory Commission in Cause No. 42311 on October 18, dated as of Closing2002. In addition, certifying that (i) each covenant and obligation of such party hereunder has been complied withBuyer will deliver, (ii) each representationor cause to be delivered, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitationSeller: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiariesAssumption Agreement, certified duly executed by the appropriate Secretary of State and dated within ten (10) business days of ClosingBuyer; (ii) Incumbency Certificates certifying copies of all Buyer’s Required Consents obtained by Buyer; (iii) the identity certificate of incorporation, certificate of formation or similar formation document of Buyer , certified as of a date not earlier than 20 days prior to the Closing Date, by the office of the Secretary of State of such entity’s organization; (iv) copies, certified on the Closing Date by the Secretary or Assistant Secretary of Buyer, of corporate resolutions authorizing the execution and delivery of this Agreement and each Ancillary Agreement to which Buyer is a party, and the consummation of the transactions contemplated hereby and thereby; (v) a certificate dated the Closing Date of the Secretary or Assistant Secretary of Buyer identifying the name and title and bearing the signatures of the officers thereof authorized to execute and deliver this Agreement and each Ancillary Agreement to which Buyer is a party; (vi) a complete copy of the delivering party and its subsidiariesOrganizational Documents as in effect on the Closing Date of Buyer, certified by the Secretary or Assistant Secretary of Buyer; and (iiivii) Charters such other documents as Seller or Operating Agreements, as certified by Parent may reasonably request to carry out the appropriate Secretary purposes of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiariesthis Agreement. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.

Closing Deliveries. (a) At Closing the parties will deliver Closing, Purchaser shall deliver, or cause to be delivered delivered, to Seller Parent (on behalf of the following Sellers) the following: (i) payment, by wire transfer(s) to one or more bank accounts designated in writing by the Seller Parent (such designation to be made by the Sellers at least two (2) Business Days prior to the Closing Date), of an amount in immediately available U.S. Dollars equal to the Base Purchase Price; (ii) a counterpart of the Supply Agreement attached as Exhibit A hereto (the “Supply Agreement”), duly executed by Purchaser; (iii) a counterpart of the Transition Services Agreement attached as Exhibit B hereto (the “Transition Services Agreement”), duly executed by Purchaser; (iv) a counterpart of the General Assignments and Assumptions and Bills of Sale for the Purchased Assets and Assumed Liabilities, by and among the Sellers and Purchaser, attached as Exhibit C hereto (the “General Assignment and Xxxx of Sale”), duly executed by Purchaser; (v) a counterpart of the Intellectual Property License Agreement attached as Exhibit D hereto (the “IP License Agreement”), duly executed by Purchaser; (vi) a counterpart of the Sole Distributor Agreement attached as Exhibit E hereto (the “Distribution Agreement”), duly executed by Purchaser; (vii) a counterpart of the Sublicense Agreement attached as Exhibit F hereto (the “NTN Sublicense”), duly executed by Purchaser; (viii) a counterpart of the Processing Agreement attached as Exhibit G hereto (the “Processing Agreement”), duly executed by Purchaser; (ix) a counterpart of the Sublease attached as Exhibit H hereto (the “Sublease”), duly executed by Purchaser; (x) a counterpart of the License Agreement attached as Exhibit I hereto (the “Real Property License”), duly executed by Purchaser; and (xi) a counterpart of the Patent Assignment Agreement attached as Exhibit J hereto (the “Patent Assignment Agreement”), duly executed by Purchaser. (b) At the Closing, the Sellers shall deliver, or cause to be delivered, to Purchaser the following: (i) a counterpart of the Supply Agreement, duly executed by Seller Parent; (ii) a counterpart of the Transition Services Agreement, duly executed by Seller Parent; (iii) a counterpart of the General Assignment and Xxxx of Sale, duly executed by each Seller; (iv) a counterpart of the IP License Agreement, duly executed by Seller Parent; (v) a counterpart of the Distribution Agreement, duly executed by Seller Parent; (vi) a counterpart of the NTN Sublicense, duly executed by Seller Parent; (vii) a counterpart of the Processing Agreement, duly executed by Seller Parent; (viii) a counterpart of the Sublease, duly executed by THI, and a counterpart of the joinder to the Sublease duly executed by TCVS; (ix) a counterpart of the Real Property License, duly executed by TCVS; (x) duly executed offer letters, in form and substance satisfactory to the Sellers and Purchaser, by each Key Employee; (xi) a counterpart of the Patent Assignment Agreement, duly executed by each of the Sellers; and (xii) a duly executed certificate of non-foreign status from THI, pursuant to Treasury Regulation Section 1.1445-2(b), in form and substance reasonably satisfactory to the other parties: (a) ACS2 will deliver to the LLC stock certificates evidencing all Advanced Stock, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholdersPurchaser. (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of Closing; (ii) Incumbency Certificates certifying the identity of the officers of the delivering party and its subsidiaries; and (iii) Charters or Operating Agreements, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.

Closing Deliveries. At Closing Upon the parties will deliver or cause to be delivered the following in form terms and substance reasonably satisfactory subject to the other partiescondition of this Agreement, to consummate the transactions set forth in Section 1.02 and without double-counting any amount transferred at closing pursuant to any Related Agreement, at the Closing: (a) ACS2 will deliver subject to any adjustment pursuant to Sections 1.05(c) and 5.21, Purchaser shall, on behalf of itself and/or one or more of its Affiliates, pay to Sellers an aggregate amount in cash equal to $2,000,000,000 (the “Purchase Price”) by wire transfer of immediately available funds in the amounts and to the LLC stock certificates evidencing all Advanced Stockaccount(s) designated by LNC in writing at least three (3) Business Days prior to the Closing Date, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not the exact amount of each payment to be deemed determined according to the allocation methodology provided for in breach of this Agreement if it fails to obtain the same from its shareholders.Section 5.23 hereof; (b) Dynamic will Lincoln Life, LAL and Lincoln Barbados shall cede or retrocede to Purchaser (or a Purchaser Affiliate) the Insurance Contracts and Purchaser (or a Purchaser Affiliate) shall reinsure the Insurance Contracts pursuant to the Reinsurance Agreements; (c) LNC shall deliver to the LLC stock Purchaser (or a Purchaser Affiliate) certificates evidencing representing, all the outstanding capital stock of Lincoln Bermuda, Linsco, Old Fort, LRRMS, LNMS, LNRM, LNSS, LNII, Lincoln China and KLRS and (ii) all of the Dynamic Subsidiaries duly endorsed outstanding capital stock of SER owned by Dynamic or with LNC, in each case, accompanied by stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form duly executed in blank or duly executed instruments of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3.transfer; (d) ACS2 Lincoln Life shall deliver to Purchaser (or a Purchaser Affiliate) certificates representing all the outstanding capital stock of LNH&C and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests LNRAC, in the LLCeach case, (accompanied by stock powers duly executed in the form attached hereto as Exhibit 6.14(d).)blank or duly executed instruments of transfer; (e) Advanced LNC and Lincoln Life will deliver transfer to Purchaser (or a Purchaser Affiliate) the cancellation agreements referenced in Transferred Assets owned by them (including Investment Assets and Transferred Statutory Assets having a value determined pursuant to Section 1.7; provided, however, that Advanced will not be deemed in breach 1.04(d)) by a Xxxx of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options Sale and Advanced SARs.General Assignment; (f) Each party Lincoln Barbados will deliver transfer to Purchaser (or a Purchaser Affiliate) the other parties Transferred Assets owned by it (including Investment Assets and Transferred Statutory Assets having a certificate value determined pursuant to Section 1.04(e)) by a Xxxx of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing.Sale; (g) Each party LAL will deliver an opinion transfer to Purchaser (or a Purchaser Affiliate) the Transferred Assets owned by it (including Investment Assets and Transferred Statutory Assets having a value determined pursuant to Section 1.04(f)) by a Xxxx of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies).Sale; (h) Each party LNC, Lincoln Life, LAL and Lincoln Barbados shall transfer to Purchaser (or a Purchaser Affiliate), and Purchaser (or a Purchaser Affiliate) shall assume, the Assumed Liabilities pursuant to the LNC and Lincoln Life Assumption of Liabilities and Assignment of Contracts Agreement and the Lincoln Barbados Assumption of Liabilities and Assignment of Contracts Agreement; (i) To document the transactions set forth in Section 1.02 and certain related transactions, Sellers shall, and shall cause each applicable Company to, enter into and/or deliver such customary certificates of its officers and such other customary closing documentation Purchaser and the Purchaser Affiliates shall, as may be reasonably requested by the other partiesapplicable, including without limitationenter into and deliver: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of ClosingLincoln Life Coinsurance Agreement; (ii) Incumbency Certificates certifying the identity of the officers of the delivering party and its subsidiaries; andLincoln Life Funds Withheld Coinsurance Agreement; (iii) Charters or Operating Agreements, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries.Lincoln Life Modified Coinsurance Agreement; (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, Lincoln Life Administrative Services Agreement; (v) the stockholders of each party authorizing Lincoln Barbados Coinsurance Agreement; (vi) the transactions contemplated hereunder, certified by an officer as of Lincoln Barbados Funds Withheld Coinsurance Agreement; (vii) the date of Closing in form reasonably acceptable to Lincoln Barbados Modified Coinsurance Agreement; (viii) the receiving party.Lincoln Barbados Coinsurance/Modified Coinsurance Agreement;

Closing Deliveries. At Closing the parties will deliver or cause to be delivered the following in form and substance reasonably satisfactory to the other parties: (a) ACS2 will deliver to the LLC stock certificates evidencing all Advanced Stock, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders. (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of At Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitationPurchaser shall: (i) Certificates deliver, or cause to be delivered, to each Seller, duly executed instruments of Existence and/or "Good Standing" regarding transfer of such Seller’s Proportional Share of the delivering party and its subsidiariesConsideration Shares in favor of such Seller; and (ii) deliver, certified by or cause to be delivered, to each Seller, the appropriate Secretary written legal opinion of State Xxxxxxx Xxxx & Xxxxxxx, Cayman Islands counsel for Purchaser, addressed to Sellers and dated within ten as of the Closing Date, in the form set forth in Exhibit F. (10b) business days At Closing, the Company and Sellers shall deliver, or cause to be delivered, to Purchaser the following documents or instruments: (i) duly executed instruments of Closingtransfer of the Acquired Shares in favor of Purchaser; (ii) Incumbency Certificates certifying the identity share certificates representing Sellers’ ownership of the officers Acquired Shares (for cancellation); (iii) a copy of the delivering party register of members of the Company dated as of the Closing Date and its subsidiariescertified by the Company’s registered agent in the British Virgin Islands, which gives effect to Purchaser’s acquisition of the Acquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of Xxxxxx Westwood & Riegels, British Virgin Islands counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (viii) the written legal opinion of Zhong Lun Law Firm, PRC counsel for the Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company resolving that: (1) the instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the resignation of the directors of the Company referred to in paragraphs (v) shall be accepted; and (iii3) Charters or Operating Agreements, such persons as certified by Purchaser may nominate shall be appointed as the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, new directors of the delivering party and its subsidiaries.Company; and (ivx) copies the complete set of all resolutions and/or unanimous written consent actions adopted by or on behalf company seals and chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the board of directors and, if applicable, Company and the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving partyCompany Subsidiaries.

Closing Deliveries. (a) At Closing or prior to the parties will Closing, the Company shall issue, deliver or cause to be delivered to the Purchasers or the Placement Agent, as applicable, the following in form (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) a customary legal opinion from Company Counsel, dated as of the Closing Date, executed by such counsel and substance reasonably satisfactory addressed to the other parties:Purchasers and the Placement Agent; (iii) facsimile copies of the issued and duly executed Shares and Warrants being purchased by such Purchaser at the Closing pursuant to this Agreement; (iv) a copy of the irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent (the “Transfer Agent Instructions”); (v) the Registration Rights Agreement, duly executed by the Company; and (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, (a) ACS2 will deliver to certifying the LLC stock certificates evidencing all Advanced Stock, resolutions adopted by the Board of Directors or a duly endorsed authorized committee thereof approving the transactions contemplated by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain and the same from its shareholdersother Transaction Documents and the issuance of the Securities, and (b) certifying the current versions of the certificate of incorporation and bylaws of the Company. (b) Dynamic will deliver At or prior to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will Purchaser shall deliver an opinion of its legal counsel, in form and substance reasonably acceptable or cause to be delivered to the receiving party(ies). Company the following (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation:“Purchaser Deliverables”): (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiariesthis Agreement, certified duly executed by the appropriate Secretary of State and dated within ten (10) business days of Closingsuch Purchaser; (ii) Incumbency Certificates certifying its Subscription Amount, in United States dollars and in immediately available funds, in the identity of amount indicated below such Purchaser’s name on the officers of applicable signature page hereto under the delivering party and its subsidiariesheading “Aggregate Purchase Price (Subscription Amount)” by wire transfer in accordance with the Company’s written instructions; (iii) the Registration Rights Agreement, duly executed by such Purchaser; and (iiiiv) Charters or Operating Agreements, as certified a fully completed and duly executed Investor Questionnaire in the form provided by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiariesCompany. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.

Closing Deliveries. (i) At Closing the parties Closing, the Sellers will deliver or cause to be delivered to Buyer the following items: (A) original certificates evidencing all of the LPT Stock, together with assignments separate from certificate or other transfer documents executed by each of the Sellers relating to such LPT Stock, in form and substance reasonably satisfactory to the other parties:Buyer, or affidavits of lost certificate and indemnity agreements relating to such original certificates in form and substance reasonably satisfactory to Buyer; (aB) ACS2 will deliver the employment offer letter of Xxxxxxx, in form and substance reasonably satisfactory to Buyer and Xxxxxxx (the LLC stock certificates evidencing all Advanced Stock“Employment Agreement”), duly endorsed executed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders.Xxxxxxx; (bC) Dynamic will deliver an intellectual property and confidentiality agreement, in form and substance reasonably satisfactory to Buyer (the LLC stock certificates evidencing the outstanding capital stock “Intellectual Property and Confidentiality Agreement”), duly executed by Xxxxxxx; (D) all of the Dynamic Subsidiaries duly endorsed third-party consents and approvals set forth on Section 3.2(c) of the Disclosure Schedule, in form and substance reasonably satisfactory to Buyer, without payment by Dynamic or with stock powers attached.Liability to LPT or the Buyer; (cE) Advancedpay-off letters and lien releases regarding all Indebtedness of LPT, Dynamic each in form and substance reasonably satisfactory to Buyer; (F) (i) a copy of the resolutions and/or written consents by which all actions on the part of LPT necessary to approve this Agreement, the Ancillary Agreements and the LLC will transactions contemplated hereby and thereby were taken, certified by the Secretary or an authorized officer of LPT; (ii) an incumbency certificate signed by an officer or officers of LPT certifying the signature and office of each execute and deliver Acceptance and Contribution Contractsofficer executing this Agreement, the form Ancillary Agreements or any other agreement, certificate or other instrument executed pursuant hereto or thereto; (iii) a copy of LPT’s Organizational Documents that are filed with any Governmental Authority, certified by the applicable Governmental Authority as of a date which is attached hereto no more than twenty (20) Business Days before the Closing Date; (iv) a copy of LPT’s other Organizational Documents, certified by the Secretary or an authorized officer of LPT; and (v) good standing certificates or the applicable equivalent document for LPT, issued as Exhibit 6.14(c). The LLC will issue of a date which is no more than twenty (20) Business Days before the Closing Date, by the applicable Governmental Authority and any other jurisdiction in which LPT is qualified to Dynamic and ACS2 Contribution Consideration do business as contemplated under Section 1.3.a foreign entity; (dG) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of executed by an officer of delivering partyLPT, dated as of Closingthe Closing Date, that complies with Sections 1445 and 897 of the Code and the Treasury Regulations promulgated thereunder certifying that (i) each covenant an interest in LPT is not a “U.S. real property interest” within the meaning of and obligation of such party hereunder has been complied with, (ii) each representation, warranty in accordance with Sections 897 and covenant of such party hereunder is true and correct at the Closing as if made on and as 1445 of the Closing, Code and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counselTreasury Regulations promulgated thereunder, in form and substance reasonably acceptable to the receiving party(iesBuyer; (H) resignations and releases effective as of the Closing of the officers and directors of LPT identified by the Buyer prior to the Closing Date; (I) separation agreements effective as of the Closing by and between LPT and each of Xxxxxxx Xxxxxxxx and Xxxxxxxx Xxxxxxx reasonably satisfactory in form and substance to Buyer, duly executed by LPT and each of Xxxxxxx Xxxxxxxx and Xxxxxxxx Xxxxxxx; (J) confirmation that the Existing Related Party Agreements have been terminated by written instruments reasonably satisfactory in form and substance to Buyer; (K) an option cancellation agreement, in form and substance reasonably acceptable to Buyer (each, an “Option Cancellation Agreement”), duly executed by LPT and each of the LPT Optionholders; (L) the Escrow Agreement, duly executed by Seller Representative and the Escrow Agent; and (M) such other certificates, documents and/or instruments as Buyer may reasonably request. (hii) Each party shall At the Closing, Buyer will deliver such customary certificates of its officers and such or cause to be delivered to the Sellers or other customary closing documentation as may be reasonably requested designated Person the following items: (A) a counterpart signature page to the Employment Agreement duly executed by the Buyer; (B) a counterpart signature page to the Intellectual Property and Confidentiality Agreement, duly executed by Buyer; (C) a counterpart signature page to the Escrow Agreement, duly executed by the Buyer; (D) to the payees thereof, cash by wire transfer of immediately available funds to an account or accounts designated in the payoff letters with respect thereto, in an amount sufficient to repay the Indebtedness of LPT as of Closing (other partiesthan any accounts payable that are more than one (1) year past due as of the Closing Date and reduce the purchase price payable hereunder); (E) to the payees thereof, including without limitation:cash by wire transfer of immediately available funds to an account or accounts designated by the payees thereof, in an amount sufficient to pay the Estimated Transaction Expenses (other than the portion of the Estimated Transaction Expenses that are Compensation-Related Transaction Expenses); (F) to LPT (for the benefit of the payees thereof), cash by wire transfer of immediately available funds to an account designated by LPT, in an amount equal to the portion of the Estimated Transaction Expenses that are Compensation-Related Transaction Expenses, for payment to the payees thereof net of applicable withholding; (G) to the Sellers, cash by wire transfer of immediately available funds to an account or accounts designated by the Sellers, in an amount set forth on the Payment Allocation Schedule across from such Seller’s name; (H) to LPT (for the benefit of the LPT Optionholders), cash by wire transfer of immediately available funds to an account designated by LPT, in an amount set forth on the Payment Allocation Schedule across from each LPT Optionholder’s name, for payment to the LPT Optionholders net of applicable withholding; (i) Certificates a copy of Existence the resolutions and/or "Good Standing" regarding written consents by which all actions on the delivering party part of the Buyer necessary to approve this Agreement, the Ancillary Agreements and its subsidiariesthe transactions contemplated hereby and thereby were taken, certified by the appropriate Secretary or an authorized officer of State the Buyer; (ii) an incumbency certificate signed by an officer or officers of the Buyer certifying the signature and dated within office of each officer executing this Agreement, the Ancillary Agreements or any other agreement, certificate or other instrument executed pursuant hereto or thereto; (iii) a copy of the Buyer’s Organizational Documents that are filed with any Governmental Authority, certified by the applicable Governmental Authority as of a date which is no more than ten (10) business days of Closing; Business Days before the Closing Date; (iiiv) Incumbency Certificates certifying the identity a copy of the officers Buyer’s other Organizational Documents, certified by the Secretary or an authorized officer of the delivering party Buyer; and its subsidiaries(v) a good standing certificate for the Buyer, issued as of a date which is no more than ten (10) Business Days before the Closing Date, by the applicable Governmental Authority in the Buyer’s state of formation; and (iiiJ) Charters or Operating Agreementssuch other certificates, documents and/or instruments as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiariesSeller Representative may reasonably request. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.

Closing Deliveries. At the Closing on the terms and subject to the conditions set forth herein and in reliance on the representations, warranties, covenants and other agreements set forth herein, the parties will to this Agreement shall deliver the following: (a) Buyer shall deliver to the Company, the Shareholders or cause the Escrow Agent, as the case may be: (i) a copy of each of the Escrow Agreement and the Holdback Agreement, duly and validly executed by an authorized officer of Buyer; (ii) $16,650,000 of the Purchase Price to be delivered the following Shareholders and the Unit Shareholders in accordance with Section 2.03 hereof; (iii) $1,850,000 of the Purchase Price to the Escrow Agent in accordance with Section 2.03 hereof; (iv) $6,000,000 to the Holdback Agent in accordance with Section 2.09 hereof; (v) an opinion of Blake, Cassxxx & Xrayxxx XXX, counsel to Buyer, addressed to the Company and the Shareholders and dated as of the Closing Date, in form and substance reasonably satisfactory to the other parties:Company (the "Buyer's Opinion"); (avi) ACS2 will deliver an officer's certificate duly executed by an executive officer of Buyer, in form and substance reasonably satisfactory to the LLC stock Company (the "Buyer's Officer's Certificate"): and (vii) such other agreements, instruments, certificates evidencing all Advanced Stock, duly endorsed by ACS2 and other documents as may be reasonably necessary or with stock powers attached; provided, however, that ACS2 will not be deemed in breach appropriate to effectuate completely the transactions contemplated hereby and each of this Agreement if it fails to obtain the same from its shareholdersTransaction Documents. (b) Dynamic will Each Shareholder or the Representative (as defined in Section 11.08 hereof), as the case may be, shall deliver to the LLC stock certificates Buyer: (i) all certificates, transfer forms and other instruments, in form and substance satisfactory to Buyer, evidencing the outstanding capital stock transfer, conveyance and sale of all the Shares to be sold by such Shareholder or Unit Shareholder to Buyer in accordance with the terms of this Agreement and as set forth on Schedule 1 hereto. (ii) a copy of each of the Dynamic Subsidiaries Escrow Agreement and the Holdback Agreement, duly endorsed and validly executed by Dynamic the Representative, on behalf of the Shareholders and Unit Shareholders; and (iii) such other agreements, instruments, certificates and other documents as may be reasonably necessary or with stock powers attachedappropriate to effectuate completely the transactions contemplated hereby and each of the Transaction Documents. (c) Advanced, Dynamic and The Company shall deliver to Buyer the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3.following: (di) ACS2 an opinion of Yegendorf, Brazeau, Seller, Prehogan & Wyllxx, xxunsel to the Company, addressed to Buyer and Dynamic will execute dated as of the Closing Date, in form and deliver substance reasonably satisfactory to Buyer (the Operating Agreement regarding their ownership interests "Company's Opinion"); (ii) an officer's certificate, duly executed by an executive officer of the Company, in form and substance reasonably satisfactory to Buyer (the LLC"Officer's Certificate"); (iii) a copy of the countersigned employment offer letters, (substantially in the form attached hereto as Exhibit 6.14(dB (with such changes as may be agreed to by the parties thereto).), duly and validly executed by at least 90% of the employees not working exclusively as a part of the Services Business Assets and each of Alan Xxxxxx, Xxmex Xxxxxxxxxx, Xxnixx XxxXxxxxx, X. Michxxx Xxxxxxxxxxx xxx Dennxx Xxxxx; and (eiv) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation agreements, instruments, certificates and other documents as may be reasonably requested by the other parties, including without limitation: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the necessary or appropriate Secretary of State and dated within ten (10) business days of Closing; (ii) Incumbency Certificates certifying the identity of the officers of the delivering party and its subsidiaries; and (iii) Charters or Operating Agreements, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing to effectuate completely the transactions contemplated hereunder, certified by an officer as hereby and each of the date of Closing in form reasonably acceptable to the receiving partyTransaction Documents.

Closing Deliveries. (a) At Closing the parties Closing, Seller will deliver deliver, or cause to be delivered delivered, to Purchaser the following items, documents and instruments set forth below, in form and substance reasonably satisfactory to the other parties:Purchaser and its counsel. (ai) ACS2 will deliver Seller shall have delivered to Purchaser evidence of the LLC stock certificates evidencing receipt of all Advanced Stockrequired Consents of Governmental Entities and all third party Consents necessary to enable Seller to consummate the transactions contemplated hereby. (ii) Seller shall have delivered to Purchaser a certificate of good standing with respect to Seller, duly endorsed issued by ACS2 or with stock powers attached; providedthe Secretary of State of the State of Delaware, howeverwhich certificate shall be dated within seven days of the Closing Date. (iii) Seller shall have delivered to Purchaser a copy of (A) the Certificate of Incorporation of Seller, that ACS2 will not certified by the Secretary of State of the State of Delaware, which such certified documents shall be deemed dated within seven days of the Closing Date, (B) the bylaws of Seller as in breach effect on the Closing Date, and (C) written resolutions of the stockholders and board of directors of Seller authorizing and approving Seller’ entry into of this Agreement if it fails to obtain and performance and consummation of the same from its shareholderstransactions contemplated by this Agreement. (biv) Dynamic will deliver Seller shall have delivered to Purchaser bills of sale and instruments of assignment and transfer as may be reasonably necessary to vest in Purchaser all of Seller’ right, title and interest in and to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) AdvancedAcquired Assets, Dynamic and the LLC will in each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counselcase, in form and substance reasonably acceptable satisfactory to Purchaser, duly executed by Seller (collectively, the receiving party(ies“Assignment and Transfer Documents”). (hv) Each party Seller shall deliver have delivered to Purchaser the Payoff Letters. (vi) The Seller Principal shall have delivered to Purchaser a counterpart to an employment agreement (the “Employment Agreements”) to be entered into as of the Closing Date between the Company and the Seller Principal, duly executed by such customary certificates Seller Principal. (vii) The Seller Stockholders shall have delivered to Parent a counterpart to the Subscription Agreements, duly executed by each such Seller Stockolder. (viii) Seller shall have delivered to Purchaser a Transaction Bonus Release Agreement (as defined in the Disclosure Schedule), duly executed by Seller and each recipient of its officers a transaction bonus. (ix) Seller and Seller Principal shall have delivered to Purchaser such other customary closing documentation documents and instruments as may Purchaser or its counsel reasonably requests. (b) At the Closing, Purchaser will deliver, or cause to be delivered, to Seller or Seller Principal, as applicable, the items, documents and instruments set forth below, in form and substance reasonably requested by the other parties, including without limitation:satisfactory to Seller and its counsel. (i) Certificates Purchaser shall have delivered to Seller a certificate of Existence and/or "Good Standing" regarding the delivering party and its subsidiariesgood standing with respect to Purchaser, certified issued by the appropriate Secretary of State and of Purchaser’s jurisdiction of formation, which certificate shall be dated within ten (10) business seven days of Closing;the Closing Date. (ii) Incumbency Certificates certifying Purchaser shall have delivered to Seller the identity Assignment and Transfer Documents, evidencing, among other things, the assumption by Purchaser of the officers of the delivering party and its subsidiaries; andAssumed Liabilities, duly executed by Purchaser. (iii) Charters or Operating AgreementsPurchaser shall have delivered to Seller Principal an counterpart to the Employment Agreement, as certified duly executed by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiariesPurchaser. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable Parent shall have delivered to Seller Stockholders a counterpart to the receiving partySubscription Agreements. (v) Purchaser shall have delivered the Offer Letters referred to in Section 5.1, subject to the conditions contained in such Section. (vi) Purchaser shall have delivered to Seller such other documents and instruments as Seller or its counsel reasonably requests.

Closing Deliveries. At Closing the parties will deliver or cause to be delivered Administrative Agent shall have received each of the following documents, instruments and agreements, each of which shall be in form and substance reasonably satisfactory and executed in such counterparts as shall be acceptable to Administrative Agent and Required Banks and each of which shall, unless otherwise indicated, be dated the other partiesdate hereof: (ai) ACS2 will deliver a Note payable to the LLC stock certificates evidencing all Advanced Stockorder of each Bank, each in the amount of such Bank’s Commitment Percentage of the Maximum Total Commitment Amount, duly endorsed executed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders.Borrower; (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty the Mortgages and covenant of such party hereunder is true Assignments and correct at Amendments to Mortgages to be executed on the Closing Date pursuant to Section 6.1(a), duly executed and delivered by Borrower and each Restricted Subsidiary (as if made on applicable), together with such other assignments, conveyances, amendments, agreements and as of the Closingother writings, including, 35 without limitation, UCC-1 and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counselUCC-3 financing statements, in form and substance reasonably acceptable satisfactory to Administrative Agent; (iii) Restricted Subsidiary Guarantees duly executed by SWAT, PBNR and POC; (iv) a Restricted Subsidiary Pledge Agreement duly executed by Borrower together with (A) to the receiving party(iesextent not previously delivered pursuant to the terms of the Existing Chase Credit Agreement, certificates evidencing one hundred percent of the issued and outstanding Equity of SWAT, PBNR and POC of every class (all certificates delivered pursuant to this Section 7.1(a)(iv) shall be duly endorsed or accompanied by duly executed blank stock powers)., and (B) such financing statements executed by Borrower as Administrative Agent shall request to perfect the Liens granted pursuant to such Restricted Subsidiary Pledge Agreement; (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation: (iv) Certificates of Existence Ownership Interests substantially in the form of Exhibit H, duly executed and delivered by an Authorized Officer of Borrower, SWAT, PBNR and/or "Good Standing" regarding the delivering party and its subsidiariesPOC, certified by the appropriate Secretary of State and dated within ten (10) business days of Closingas applicable; (iivi) Incumbency Certificates certifying an opinion of Xxxxxx & Xxxxxxx, LLP, counsel for Borrower, favorably opining as to such matters as Administrative Agent or Required Banks may request; (vii) a certificate dated the identity Closing Date executed by an Authorized Officer of Borrower stating that (A) the representations and warranties of Borrower contained in this Agreement and the other Loan Papers are true and correct in all respects, (B) no Default or Event of Default has occurred which is continuing, and (C) all conditions set forth in this Section 7.1 and Section 7.2 have been satisfied; (viii) such resolutions, certificates and other documents relating to the existence of the officers Companies, the corporate authority for the execution, delivery and performance of this Agreement, the Notes, the Mortgages, the other Loan Papers, and certain other matters relevant hereto, in form and substance satisfactory to Administrative Agent, which resolutions, certificates and documents include resolutions of the delivering party directors of each of the Companies authorizing the execution, delivery and performance of the Loan Papers and certificates of incumbency for each Company; (ix) such UCC-11 search reports as Administrative Agent shall require, prepared as of a date not more than twenty (20) days prior to the Closing Date, conducted in such jurisdictions and reflecting such names as Administrative Agent shall request; (x) an opinion of Xxxxxx & Whitney, LLP, special Colorado counsel for Borrower dated the Closing Date, favorably opining as to the enforceability of the Mortgages and Assignments and Amendments to Mortgages in Colorado and otherwise in form and substance satisfactory to Administrative Agent and Banks; (xi) an opinion of Xxxxxxxxx, Xxxxxx & Gum, L.L.P., special Oklahoma counsel for Administrative Agent dated the Closing Date, favorably opining as to the 36 enforceability of the Mortgages and Assignments and Amendments to Mortgages in Oklahoma and otherwise in form and substance satisfactory to Administrative Agent and Banks; (xii) a report or reports in form, scope and detail acceptable to Administrative Agent from environmental engineering firms acceptable to Administrative Agent setting forth the results of a review of Borrower’s and its subsidiariesRestricted Subsidiaries’ (as applicable) oil and gas properties and operations, which report(s) shall not reflect the existence of facts or circumstances which would constitute a material violation of any Applicable Environmental Law or which are likely to result in a material liability to any Company; and (iiixiii) Charters or Operating Agreements, as certified certificates from Borrower’s insurance broker setting forth the insurance maintained by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party Borrower and its subsidiariesSubsidiaries, stating that such insurance is adequate and complies with the requirements of Section 9.6. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.

Closing Deliveries. At Closing the parties will deliver or cause to be delivered the following in form and substance reasonably satisfactory to the other partiesClosing: (a) ACS2 Seller will deliver deliver, or will cause to the LLC stock certificates evidencing all Advanced Stockbe delivered, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders. (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitationBuyer: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party various certificates, instruments and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (documents referred to in Article 10) business days of Closing; (ii) Incumbency Certificates certifying the identity of Ancillary Agreements, except for the officers of the delivering party and its subsidiaries; andIntellectual Property Agreement, duly executed by Seller, Newco, AT&T Japan Ltd. or AT&T Corp., as applicable; (iii) Charters or Operating Agreements, all required documents to cause Newco to record Buyer as certified by a new shareholder of all the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and Newco Shares in its subsidiaries.shareholder record; (iv) copies letters of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer resignation effective as of the date of Closing in form reasonably acceptable from all directors and officers of Newco as requested by Buyer giving Seller notice no later than three (3) Business Days prior to the receiving partyClosing; (v) a true, correct and complete copy of the minutes of the shareholders’ meeting of Newco approving transfer of the Newco Shares from Seller to Buyer pursuant to this Agreement; (vi) a true, correct and complete copy of the resolutions of Seller approving and authorizing the execution, delivery and performance of this Agreement and the contemplated transactions; (vii) commercial register (rireki jiko zenbu shomeisho), corporate seal of Newco (including the corporate seal registered at the competent legal affairs bureau), and the card regarding the corporate seal for Newco to be registered at the competent legal affairs bureau (inkan card); (viii) Certificate of Formation of Seller; (ix) a certificate issued by a duly authorized officer of Seller, certifying that the documents in sub-sections (v) and (vi) of this Section 4.2(a) delivered to Buyer are in full force and effect or otherwise true and accurate as of the Closing Date, and are not modified or amended in any way; (x) a copy of the receipt issued by the Legal Affairs Bureau acknowledging receipt of all applications required to be filed with the Legal Affairs Bureau for registration of the changes to the commercial register of Newco due to the Corporate Split and the Contribution in Kind; (xi) a legal opinion from legal counsel to Seller opining that all the approvals required to duly and validly complete the Corporate Split, Business Transfer (including the procedure of Jigo-Setsuritsu) and the Contribution in Kind under the Companies Act in Japan have been duly obtained and all such approvals are valid, and all the procedures required for Corporate Split, Business Transfer and the Contribution in Kind under the Companies Act of Japan have been duly and validly completed in accordance with the Companies Act of Japan; and (xii) such other documents as Seller and Buyer may mutually agree in writing. (b) Buyer will deliver to Seller: (i) the various certificates, instruments and documents referred to in Article 11; (ii) the Ancillary Agreements, except for the Intellectual Property Agreement, duly executed by Buyer; (iii) the Purchase Price by wire transfer of immediately available funds, to the bank account to be designated by Seller, which designation of bank account shall be made no later than three (3) Business Days prior to the Closing; (iv) a true, correct and complete copy of the resolutions of Buyer approving and authorizing the execution, delivery and performance of this Agreement and the purchase of the Newco Shares; (v) commercial register (rireki jiko zenbu shomeisho) of Buyer; (vi) a certificate issued by a duly authorized officer of Buyer, certifying that the document in sub-section (v) of this Section 4.2(b) delivered to Seller is in full force and effect or otherwise true and accurate as of the Closing Date, and is not modified or amended in any way; and (vii) such other documents as Seller may reasonably require.

Closing Deliveries. At the Closing the parties will Sellers and the Purchaser shall procure, execute and deliver or cause to be delivered the following in form and substance reasonably satisfactory to the other parties:completion matters as substantially specified below. (a) ACS2 will The Sellers shall deliver a certified copy of the decision of the Board taken immediately prior to the LLC stock certificates evidencing Closing in which the Board has given its consent to the effect that the Options and all Advanced Stockother options in the Company can be sold and transferred to the Purchaser, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders.NOTE 2; (b) Dynamic will deliver to the LLC stock certificates evidencing Sellers, the outstanding capital stock of Purchaser, Bird & Bird Attorneys Ltd and the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached.Escrow Agent shall execute the Escrow Agreement, NOTE 2; (c) Advanced, Dynamic the Sellers selling Shares and the LLC will each Purchaser shall execute and deliver Acceptance and Contribution Contractsa Share Transfer Form, in the form of which is set out in Schedule 7.2(c) attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3.hereto; (d) ACS2 the Sellers selling Options and Dynamic will the Purchaser shall execute and deliver the Operating Agreement regarding their ownership interests in the LLCan Option Transfer Form, (in the form set out in Schedule 7.2(d) attached hereto as Exhibit 6.14(d).)hereto; (e) Advanced will deliver all of the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach Sellers shall transfer all of this Agreement if it fails both the Shares and the Options NOTE 2 held by them to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs.Purchaser; (f) Each party will deliver the Purchaser shall pay to the other parties a certificate Sellers the Base Share Purchase Prices and Base Option Purchase Prices, deducted pro rata by the Escrow Amount NOTE 2; (g) the Purchaser shall procure that Evli Bank Plc pays the Escrow Amount into the Escrow Account; (h) NOTES 1, 2 AND 3; NOTE 1: Contains seller’s confidential information. NOTE 2: Contains confidential information that would be prejudicial to the interests of an officer of delivering party, dated as of Closing, certifying that EXFO. NOTE 3: Contains third party confidential information. (i) each covenant Seller shall procure that Evli Bank Plc instructs respective Seller’s account operator to promptly transfer the book-entries representing the Shares to be deposited in the book-entry account of the Purchaser; (j) the Purchaser shall procure that Evli Bank Plc pays the applicable transfer tax on the Shares and obligation the Options and provides the Sellers’ Representative with a proof of such party hereunder has been complied withthe irrevocable payment of the transfer tax. (k) any other document, (ii) each representationcondition, warranty and covenant of such party hereunder is true and correct amount or matter herein called for to be produced, delivered, released, paid or fulfilled at the Closing as if made on a condition precedent shall be so produced, delivered, released, paid and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at fulfilled. All steps taken in connection with the Closing shall be considered to have occurred simultaneously as if a part of a single transaction and no delivery will be considered to have been made on and as of the Closinguntil each such step has been completed. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of Closing; (ii) Incumbency Certificates certifying the identity of the officers of the delivering party and its subsidiaries; and (iii) Charters or Operating Agreements, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.

Closing Deliveries. At Closing or prior to the parties Closing, as applicable, the Parties will deliver or cause to be delivered the following documents and instruments set forth in form and substance reasonably satisfactory to the other parties:this Section 2.7. (a) ACS2 Purchaser will execute or deliver to the LLC stock certificates evidencing all Advanced StockCompany and the Sellers the following: (i) a copy of the R&W Policy; (ii) a certificate, duly endorsed executed by ACS2 or with stock powers attachedthe Secretary of Purchaser, certifying as to the valid adoption of resolutions of the Purchaser Board approving the Transactions and the issue of the Purchaser Common Stock and Purchaser Warrants issuable to the Sellers at Closing, copies of which will be attached thereto; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders.and (b) Dynamic The Sellers and the Company will execute or deliver to Purchaser (or any other Person indicated below) the LLC stock certificates evidencing following: (i) a payoff letter in customary form issued by each holder of Indebtedness, which sets forth (A) the outstanding capital stock amounts required to discharge all Indebtedness owed to such holder as of the Dynamic Subsidiaries Measurement Time, (B) the wire transfer instructions for the repayment of such Indebtedness to such holder, (C) a release of all Liens granted by any member of the Company Group to such holder or otherwise arising with respect to such Indebtedness (including a discharge or release in a form to be agreed between Purchaser and the Company in respect of the debenture dated December 12, 2018 between Xxxxxxx Xxxxxxxxx (as lender) and the Company (as borrower)), following the repayment of such Indebtedness, and (D) a properly completed IRS Form W-9, or the appropriate version of IRS Form W-8 (or comparable certificate under other applicable Law), as applicable, duly endorsed executed by Dynamic each holder of Indebtedness (collectively, the “Payoff Letters”); (ii) invoices, issued by the payees of any portion of the Closing Transaction Expenses, setting forth the amounts required to repay in full all Closing Transaction Expenses, together with wire transfer instructions and a properly completed IRS Form W-9, or the appropriate version of IRS Form W-8 (or comparable certificate under other applicable Law), as applicable, duly executed by each payee of such Closing Transaction Expenses; (iii) the Seller Closing Deliverables with stock powers attachedrespect to each Seller (provided that this requirement and the Purchaser’s condition precedent set forth in Section 7.3(g) below will not be breached solely due to the failure to deliver the deliverables contemplated by clauses (h) and (i) of the definition of “Seller Closing Deliverables” with respect to any Dragged Shareholder); (iv) the written resignations, effective as of the Closing, of those directors and officers of each member of the Company Group listed on Section 2.7(b)(iv) of the Disclosure Schedule, each in form reasonably satisfactory to Purchaser including a release and waiver from such directors and officers regarding any claims they might have against the Company Group; (v) evidence of the termination as of the Closing of those agreements set forth on Section 2.7(b)(v) of the Disclosure Schedule; (vi) a certificate, duly executed by the Secretary of the Company, certifying as to (A) the valid adoption of resolutions of the Company Board approving the Transactions, and (B) the receipt of the Company Shareholder Approval, copies of which will be attached thereto (the “Company Secretary Certificate”); (vii) evidence that the Company has obtained the third-party consents described on Section 2.7(b)(vii) of the Disclosure Schedule; (viii) evidence of the filing or receipt of the authorizations, licenses, consents, Orders or approvals of, or declarations or filings with, or expiration of waiting periods imposed by, the Governmental Authorities as set forth on Section 2.7(b)(viii) of the Disclosure Schedule; (ix) a duly certified copy of any power of attorney under which any of the documents to be delivered to Purchaser under this Agreement have been executed; (x) the share certificates or other documents of title in respect of all issued shares in the capital of each member of the Company Group (other than the Company); (xi) the Company’s registers of members, directors, secretaries and PSC register in each case properly written up as at the Closing Date in a form satisfactory to the Purchaser and to the extent not kept at the Leased Real Property, any other registers, minute books and other records required to be kept by each member of the Company Group under the Companies Act, in each case properly written up as at the Closing Date, together with the common seals (if any), certificates of incorporation and any certificates of incorporation on change of name for the Company; (xii) a copy of the Company Shareholder Approval regarding the Transactions; (xiii) in relation to the Recapitalization, (A) a copy of the Company Shareholder Approval regarding the adoption of the new articles of association of the Company prior to Closing and the transfer of the Company Capital Shares to Purchaser as a Permitted Transfer in accordance with article 10.1(a) of the Company’s Articles and (B) a copy of the Company Shareholder resolutions and class consents approving the Recapitalization; and (xiv) such other customary documents, records, instruments or deliverables as Purchaser may reasonably request in writing. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue At or prior to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, as applicable, the Sellers and (iii) the Company will cause a board meeting of each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as member of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable Company Group to be held at which the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitationfollowing matters are approved: (i) Certificates in respect of Existence and/or "Good Standing" regarding the delivering party Company only, the registration of the transfers of all of the Company Capital Shares (including Company Capital Shares issued upon the exercise of Company Options and its subsidiariesCompany Warrants and the conversion of the Company Convertible Notes) delivered in accordance with Section 2.7(b)(iii), certified by subject only to the appropriate Secretary of State and dated within ten (10) business days of Closingstock transfer forms being duly stamped at Purchaser’s cost; (ii) Incumbency Certificates certifying acceptance of the identity resignations of the officers of the delivering party Company Group referred to in Section 2.7(b)(iv), with effect from Closing; (iii) the appointment of the persons nominated by Purchaser as directors and its subsidiariescompany secretary of each member of the Company Group, with effect from Closing; and (iiiiv) Charters or Operating Agreements, as certified by revoking all existing instructions and authorities to the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, bankers of the delivering party Company Group and its subsidiariesreplacing them with new instructions and authorities as Purchaser requires. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.

Closing Deliveries. (a) At the Closing, unless waived by the Sellers, the Buyer shall deliver, or execute and deliver, as applicable, to (or on behalf of) the Sellers: (i) the Assignment and Assumption Agreement for Assumed Contracts; (ii) for each Leased Real Property, an Assignment and Assumption Agreement for Real Property Lease; (iii) the Assumption Agreement for Assumed Liabilities; (iv) the Assignment for Intellectual Property; (v) the Escrow Agreement; (vi) the Closing Payment; (vii) a certificate, dated as of the parties will Closing Date, executed on behalf of the Buyer, certifying in such detail as the Sellers may reasonably request that the conditions to Closing specified in Sections 7.1 and 7.3 have been satisfied or waived; and (viii) all other documents, certificates, instruments or writings reasonably requested by the Sellers in connection herewith. (b) At the Closing, unless waived by the Buyer, the Sellers shall deliver or cause to be delivered the following in form delivered, or execute and substance reasonably satisfactory deliver, as applicable, to the other partiesBuyer: (ai) ACS2 will deliver the Bxxx of Sale for Purchased Assets; (ii) the Assignment and Assumption Agreement for Assumed Contracts; (iii) for each Leased Real Property, an Assignment and Assumption Agreement for Real Property Lease; (iv) the Assumption Agreement for Assumed Liabilities; (v) the Assignment for Intellectual Property; (vi) a stock certificate or certificates representing all of the issued and outstanding Capital Stock of EG-UK, and a duly executed Stock Power transferring each such certificate to the LLC stock certificates evidencing all Advanced Stock, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders.Buyer; (bvii) Dynamic will deliver the Escrow Agreement; (viii) a certificate, dated as of the Closing Date, executed on behalf of the Sellers, certifying in such detail as the Buyer may reasonably request that the conditions to Closing specified in Sections 7.1 and 7.2 have been satisfied or waived; (ix) a certified copy of the Sale Order, which order has not been reversed or modified on appeal or, if any such appeal is pending, such order shall not have been stayed; and (x) all other documents, certificates, instruments or writings reasonably requested by the Buyer in connection herewith, including all documents necessary to transfer all vehicles and other Purchased Assets to the LLC stock certificates evidencing Buyer (all the outstanding capital stock of document referred to in Sections 2.4(a) and 2.4(b) being referred to as the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached“Ancillary Documents”). (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of At the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as Liens of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable Senior Creditors on the Purchased Assets shall attach to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of Closing; (ii) Incumbency Certificates certifying the identity proceeds of the officers sale of the delivering party and its subsidiaries; and (iii) Charters or Operating Agreements, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiariesPurchased Assets. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.

Closing Deliveries. At Closing the parties will deliver Closing, Acola and/or the Acola Stockholders shall have delivered or cause caused to be delivered the following in form and substance reasonably satisfactory to the other parties: (a) ACS2 will deliver to the LLC stock certificates evidencing all Advanced Stock, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders. (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic Teda BVI and the LLC will each execute and deliver Acceptance and Contribution Contracts, Teda Stockholder the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitationfollowing: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified resolutions duly adopted by the appropriate Secretary Board of State Directors of Acola authorizing and dated within ten (10) business days approving the Exchange and the execution, delivery and performance of Closingthis Agreement; (ii) Incumbency Certificates certifying a certificate of good standing for Acola from the identity Secretary of State of the officers State of Delaware, dated not earlier than five days prior to the Closing Date; (iii) subject to compliance with Section 14(f) of the delivering party Exchange Act and its subsidiariesRule 14f-1 thereunder, written resignations of all officers and directors of Acola in office immediately prior to the Closing, and board resolutions electing the following individuals to the positions with Acola listed opposite their names below: Zhi-ying CHANG Chairwoman of the Board Xxxxxey Chin-tong HUI Director and CEO Xxx-Xxxx XXXX Director and Chief Financial Office (iv) certificate representing the Acola Shares bearing the name of the Teda Stockholder or as otherwise instructed by the counsel of Teda Stockholder; (v) certificates representing 380,950 shares of Acola common stock bearing the name of Donald E. Baxter and 145,882 shares of Acola commox xxxxx xxxxxxx the name of James N. Baxter to be held in escrow pursuant to Sxxxxxx 0.0 xxxxxx; (vi) proof satisfactory to Teda Stockholer's counsel that an appropriate legend was attached to certificates representing 798,230 shares with respect to the Lock Up set forth in Section 8.1 hereof; (vii) this Agreement and the Escrow Agreement duly executed by Acola and the Acola Stockholders; (viii) that certain Lock Up Agreement dated of even date hereof (the "Lock Up Agreement") duly executed by all the parties to such Lock Up Agreement; (ix) the Amended and Restated Charter documents of Acola; and (iiix) Charters or Operating Agreements, such other documents as certified by Teda BVI and/or the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing Teda Stockholder may reasonably request in connection with the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving partyhereby.

Closing Deliveries. At Closing PRGX and/or PRGI, as applicable, shall have delivered to Seller and Owners each of the parties will deliver or cause following, together with any additional items which Seller and Owners may reasonably request to be delivered effect the following in form and substance reasonably satisfactory to the other partiestransactions contemplated herein: (a) ACS2 will deliver certified copies of the corporate resolutions of the Board of Directors of PRGI and the Board of Directors of PRGX authorizing the transactions contemplated herein and the execution, delivery and performance of the RCI Agreement, this Agreement and the other PRGI Transaction Documents by PRGX and PRGI, as applicable, together with incumbency certificates with respect to the LLC stock certificates evidencing all Advanced Stockrespective officers of PRGI executing documents or instruments on behalf of PRGI, duly endorsed by ACS2 or with stock powers attached; providedand, howeverin respect of PRGX, that ACS2 will not be deemed in breach authorizing the issuance of this Agreement if it fails the PRGX Shares to obtain the same from its shareholders.Seller; (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached.intentionally omitted; (c) Advancedthe Cash Consideration, Dynamic as adjusted pursuant to Section 2.1(a) and (b) hereof, and written confirmation from PRGX's transfer agent that stock certificates representing the LLC will each execute and deliver Acceptance and Contribution Contracts, PRGX Shares have been issued in the form name of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3.Seller; (d) ACS2 the Indemnity Escrow Agreement, duly executed by PRGI and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).)PRGX; (e) Advanced will deliver the cancellation agreements referenced documents and instruments described in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs.1.3 hereof; (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as offer letter for employment of the ClosingPrincipal, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing.duly executed by PRGI; (g) Each party will deliver an opinion of its legal counselthe Nonqualified Stock Option Agreement for the Principal, in form and substance reasonably acceptable to the receiving party(ies).duly executed by PRGX; (h) Each party shall deliver such customary certificates of its officers the Noncompetition and such other customary closing documentation as may be reasonably requested Nonsolicitation Agreements referred to in Section 3.4 hereof duly executed by the other parties, including without limitation:PRGI; (i) Certificates of Existence and/or "Good Standing" regarding the delivering party Closing Escrow Agreement, duly executed by PRGI and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of ClosingPRGX; (iij) Incumbency Certificates certifying the identity of the officers of the delivering party a Closing Statement, duly executed by PRGI and its subsidiariesPRGX; and (iiik) Charters any other documents or Operating Agreements, as certified by the agreements contemplated hereby and/or necessary or appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing to consummate the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving partyhereby.

Closing Deliveries. (a) At Closing the parties Closing, the Seller will deliver or cause to be delivered the following in form and substance reasonably satisfactory to the other partiesPurchaser: (ai) ACS2 will deliver to certificates representing the LLC stock certificates evidencing all Advanced StockShares, duly endorsed in blank or accompanied by ACS2 or with stock powers attachedduly executed in blank in form customary for transfer, with all appropriate stock transfer tax stamps affixed, to the extent applicable; (ii) the transition services agreement substantially in the form of Exhibit A executed by the Parent (the “Transition Services Agreement”); (iii) the indirect staffing agreement substantially in the form of Exhibit C executed by an Affiliate of the Parent (the “Indirect Staffing Agreement”); (iv) a certificate in customary form, dated as of the Closing Date, executed by Seller confirming the satisfaction of the conditions specified in Sections 6.1(a), (b) and (e); (v) resignations effective as of the Closing Date of each director and corporate officer of each Acquired Company as the Purchaser may have requested in writing at least five (5) Business Days prior to the Closing Date; (vi) a receipt for the Initial Purchase Price in customary form; (vii) joint release instruction in a form acceptable to Escrow Agent executed by the Seller for delivery to the Escrow Agent in accordance with the Escrow Agreement, directing the Escrow Agent to release the Escrow Funds (as defined in the Escrow Agreement) to the Seller as partial payment of the Initial Purchase Price (the “Escrow Release”); (viii) a certificate of good standing (or equivalent) of each Acquired Company certified by the Secretary of State (or equivalent) of the jurisdiction of organization of such Acquired Company and each other jurisdiction where such Authorized Company is authorized to do business, each issued not more than five (5) Business Days prior to the Closing Date; (ix) evidence of changes of signatories, with effect as of immediately following the Closing, with respect to the bank account of Volt Canada identified in Section 2.6(a)(ix) of the Seller Disclosure Schedule, provided that the Purchaser has provided written notice of the identity of the new signatories to Seller at least five (5) Business days prior to Closing; providedand (x) the definitive documentation evidencing the Reorganization executed by the parties thereto (the “Reorganization Documentation”); provided that Seller shall be permitted to redact information in the Reorganization Documentation that is prohibited from being disclosed by any contractual, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholderslegal or fiduciary obligation. (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of At the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party Purchaser will deliver an opinion of its legal counsel, in form and substance reasonably acceptable or cause to be delivered to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitationSeller: (i) Certificates the Initial Purchase Price (as adjusted pursuant to Section 2.3) less the amount of Existence and/or "Good Standing" regarding Escrow Funds (as defined in the delivering party and its subsidiariesEscrow Agreement), certified by wire transfer of immediately available funds to an account designated at least two (2) Business Days prior to the appropriate Secretary of State and dated within ten (10) business days of ClosingClosing Date by Seller; (ii) Incumbency Certificates certifying the identity Transition Services Agreement executed by the Purchaser; (iii) the Indirect Staffing Agreement executed by the Purchaser; (iv) a certificate in customary form, dated as of the officers Closing Date, executed by the Purchaser confirming the satisfaction of the delivering party conditions specified in Sections 6.2(a) and its subsidiaries(b); and (iiiv) Charters or Operating Agreementsthe Escrow Release, as certified executed by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiariesPurchaser. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.

Closing Deliveries. (a) At Closing the parties will deliver Closing, Purchasers shall deliver, or cause to be delivered delivered, to Seller (or one or more other Seller Entities designated by Seller) the following in form and substance reasonably satisfactory to the other partiesfollowing: (ai) ACS2 will deliver payment, by one or more wire transfer(s) made by Purchasers in the proportions described in Section 2.2 to one or more bank accounts designated in writing by Seller (such designation to be made by Seller at least five (5) Business Days prior to the LLC stock certificates evidencing all Advanced StockClosing Date), an amount in immediately available funds equal to the Closing Purchase Price; provided that if any portion of the Closing Purchase Price is required under applicable Law to be paid to a specific Seller Entity, the applicable U.S. dollar amount (as allocated pursuant to Section 2.10 or otherwise mutually agreed by the Parties) shall be paid by Purchasers to the appropriate Seller Entity by wire transfer to one or more bank accounts designated at least five (5) Business Days prior to the Closing Date in writing by Seller; (ii) the certificate to be delivered pursuant to Section 8.3(c); (iii) a counterpart of the Transition Services Agreement, in substantially the form attached as Exhibit A hereto, subject to any amendments agreed between the parties pursuant to the Device Distribution Agreement (the “Transition Services Agreement”), duly endorsed executed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders.applicable Purchaser named as a party thereto; (biv) Dynamic will deliver a counterpart of the Device Distribution Agreement, duly executed by the applicable Purchaser named as a party thereto, or the term sheet attached as Exhibit N in the event that the Parties do not mutually agree upon the Device Distribution Agreement by the Closing; (v) a fully executed and binding copy of the R&W Insurance Policy; (vi) to the LLC stock certificates evidencing extent that any Purchased Asset (other than the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic Purchased Entity Shares or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership equity interests in the LLCSubsidiaries of the Purchased Entities) or Assumed Liability is not held by a Purchased Entity or Subsidiary thereof, a counterpart of an Assignment and Assumption Agreement and Bill of Sale providing for the transfer of the Seller Entities’ right, title and interest as of the Closing in and to the Purchased Assets (other than the Purchased Entity Shares and equity interests in the Subsidiaries of the Purchased Entities) and the assumption by Purchasers of the Assumed Liabilities in accordance with and subject to this Agreement, by and between the applicable Seller Entities and applicable Purchaser, in substantially the form attached hereto as Exhibit 6.14(dD (the “Assignment Agreement and Bill of Sale”).), duly executed by the applicable Purchaser named as a party thereto, to the extent applicable; (evii) Advanced will deliver a counterpart of the cancellation agreements referenced Irish Business Transfer Agreement and each other Local Transfer Agreement and, where applicable, Other Transfer Document(s), duly executed by the applicable Purchaser named as a party thereto (for the avoidance of doubt, Purchasers shall not have any obligation to execute the Local Transfer Agreement for France (the “French Local Transfer Agreement”) unless the French Put Option Exercise occurs and, then, on the terms and subject to the conditions of Section 2.12, Section 2.15 and the French Put Option Agreement); (viii) [reserved]; (ix) if applicable, payment of the applicable Payoff Amount to the recipients thereof specified in Section 1.7any Payoff Letter pursuant to and in accordance with the instructions contained therein; providedand (x) any other instruments necessary and appropriate to evidence Purchasers’ assumption of the Assumed Liabilities pursuant to and in accordance with this Agreement, howeverin each case duly executed by the applicable Purchaser(s), that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARsextent applicable. (fb) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of At the Closing, and (iii) each representationSeller shall deliver, warranty and covenant of such party under or cause to be delivered, to Purchasers the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitationfollowing: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of Closingcertificate to be delivered pursuant to Section 8.2(d); (ii) Incumbency Certificates certifying the identity a counterpart of the officers Transition Services Agreement, duly executed by the Seller Entity named as a party thereto; (iii) a counterpart of the delivering Device Distribution Agreement, duly executed by the applicable Seller Entity named as a party thereto, or the term sheet attached as Exhibit N in the event that the Parties do not mutually agree upon the Device Distribution Agreement by the Closing; (iv) [reserved]; (v) certificates evidencing the Purchased Entity Shares, and its subsidiariesequity interests in the Subsidiaries of the Purchased Entities, to the extent that such Purchased Entity Shares are in certificated form, duly endorsed in blank or with stock powers duly executed in proper form for transfer (or equivalent Other Transfer Documents required by local Law, where applicable), and, to the extent that such Purchased Entity Shares, and equity interests in the Subsidiaries of the Purchased Entities, are not in certificated form, other evidence of ownership or assignment, in each case, free and clear of Liens, other than Permitted Liens that are released in full without further Liability to the Parties at Closing (other than Permitted Liens set forth in clause (f) or clause (g) in the definition of Permitted Liens, which need not be released in full at Closing); (vi) to the extent that any Purchased Asset (other than the Purchased Entity Shares) or Assumed Liability is not held by a Purchased Entity or Subsidiary thereof, a counterpart of the Assignment Agreement and Bill of Sale duly executed by each Seller Entity named as a party thereto, to the extent applicable; (vii) a counterpart of the Irish Business Transfer Agreement and each other Local Transfer Agreement and, where applicable, any Other Transfer Documents required by local Law, duly executed by Seller or the applicable Seller Entities (for the avoidance of doubt, neither Seller, Mallinckrodt Luxco nor the French Entity, shall have any obligation to execute the French Local Transfer Agreement unless the French Put Option Exercise occurs and, then, on the terms and subject to the conditions of Section 2.12, Section 2.15 and the French Put Option Agreement); (viii) a valid and duly executed IRS Form W-8 or W-9, as applicable, from each Seller Entity; (ix) [reserved]; (A) customary evidence of the full and irrevocable release (subject to customary exceptions) of all Purchased Entities and their Subsidiaries from any obligations, including any guarantees, pursuant to the ABL Related Agreements and liens on the assets of the Purchased Entities and their Subsidiaries securing the same and (B) to the extent applicable, customary authorizations necessary to file UCC-3 termination statements evidencing the release of liens described in the foregoing clause (A); provided that any financing statement evidencing solely the sales of accounts receivable and related assets that occurred prior to the Closing, and the related back-up security interest in such accounts receivable and related assets, shall remain in effect solely with respect to such sales occurring prior to the Closing; (xi) with respect to all Purchased Entity Existing Indebtedness, if any, (A) a Payoff Letter with respect to such Purchased Entity Existing Indebtedness and (B) (1) customary authorizations to file UCC-3 termination statements (or other similar filings) evidencing the release of Liens securing such Purchased Entity Existing Indebtedness, (2) customary documentation to terminate intellectual property security agreements, filings or registrations, as applicable (if any), filed with the United States Patent and Trademark Office, the Companies Registration Office of Ireland, the Intellectual Property Office of Ireland and/or the European Union Intellectual Property Office with respect to such Purchased Entity Existing Indebtedness and (3) customary provisions for the return of any physical collateral subject to Liens securing such Purchased Entity Existing Indebtedness and in the possession of the secured parties or their agent or other representative with respect to such Purchased Entity Existing Indebtedness (it being understood that the deliverables set forth in this clause (B) may be included in the applicable Payoff Letter described in clause (A)); (xii) any other instruments of transfer necessary and appropriate to evidence the transfer of the Seller Entities’ right, title and interest in and to the Purchased Assets pursuant to and in accordance with this Agreement duly executed by each Seller Entity named as a party thereto, to the extent applicable; (xiii) a tax clearance certificate pursuant to section 980 TCA (a “CGT Clearance Certificate”) confirming that no deduction of any sum representing Irish capital gains tax (“CGT”) is required on payment of the Base Purchase Price to Seller and Seller agrees to notify the Irish Revenue Commissioners of any increase in the consideration payable following determination of the Final Purchase Price; and (iiixiv) Charters with respect to all Seller Existing Indebtedness, (A) customary written evidence of the full and irrevocable release (subject to customary exceptions) of liens securing, and guarantees in respect of, all such Seller Existing Indebtedness made by the Purchased Entities and their Subsidiaries, and of liens on any Purchased Assets securing any such Seller Existing Indebtedness, in each case to the extent such Purchased Assets and/or Purchased Entities and their Subsidiaries are transferred on the Closing Date, and (B) (1) customary authorizations to file UCC-3 termination statements (or Operating Agreementsother similar filings) evidencing the release of Liens on the assets of Purchased Entities and their Subsidiaries securing such Seller Existing Indebtedness, (2) customary documentation to terminate intellectual property security agreements, filings or registrations, as certified by applicable (if any), filed with the appropriate Secretary United States Patent and Trademark Office, the Companies Registration Office of State within ten Ireland, the Intellectual Property Office of Ireland and/or the European Union Intellectual Property Office with respect to intellectual property constituting Purchased Assets with respect to such Seller Existing Indebtedness and (103) business days customary provisions for the return of Closing, any physical collateral constituting Purchased Assets subject to Liens securing such Seller Existing Indebtedness and Bylaws, as certified by an appropriate officer as of Closing, in the possession of the delivering party and its subsidiaries. (iv) copies of all resolutions and/or unanimous written consent actions adopted by secured parties or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable their agent or other representative with respect to the receiving partyPurchased Entity Existing Indebtedness (it being understood that the deliverables set forth in this clause (B) may be included in the applicable evidence of release described in clause (A)).

Closing Deliveries. At Closing The Company shall have delivered to Parent and Newco the parties will deliver or cause to be delivered the following in form and substance reasonably satisfactory to the other parties: (a) ACS2 will deliver to the LLC stock certificates evidencing all Advanced Stock, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders. (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitationfollowing: (i) Certificates the Management Agreement Termination, duly executed by each of Existence and/or "Good Standing" regarding the delivering party Managers, the Company, and its subsidiaries, certified by the appropriate Secretary Subsidiaries of State and dated within ten (10) business days of Closingthe Company; (ii) Incumbency Certificates certifying executed counterparts to the identity Escrow Agreement signed by the Company, the Representative, and the Escrow Agent; (iii) such of the officers landlord consents as are required in connection with the transactions contemplated hereby under the restaurant lease agreements identified on Schedule 3.3, such that the Company’s Store-Level EBITDA generated in 2005 at such restaurants with respect to which such consents have been obtained, together with the Company’s Store-Level EBITDA generated in 2005 at all other restaurants owned and operated by the Company or its Subsidiaries under restaurant lease agreements not identified on Schedule 3.3 for which consent is not required to be obtained in connection with the transactions contemplated hereby, together constitute at least 95% of the delivering party Company’s Store-Level EBITDA generated in 2005 at all of the Company’s and its subsidiariesSubsidiaries owned and operated restaurants (the Store-Level EBITDA for each Restaurant in 2005 being the dollar amounts set forth on Schedule 6.2); (iv) such of the necessary consents and transfer approvals from the appropriate Governmental Authorities for the Liquor Licenses are required to be obtained prior to the Closing in connection with the transactions contemplated hereby, each in form customarily given by the applicable Governmental Authorities, such that the Company’s Store-Level EBITDA generated in 2005 at the restaurants under which such Liquor License consents and transfer approvals have been obtained, together with the Company’s Store-Level EBITDA generated in 2005 at all other restaurants owned and operated by the Company or its Subsidiaries for which Liquor License consents or transfer approvals from Governmental Authorities are not required to be obtained prior to the Closing in connection with the transactions contemplated hereby, together constitute at least 90% of the Company’s Store-Level EBITDA generated in 2005 at all of the restaurants owned and operated by the Company or its Subsidiaries (the Store-Level EBITDA for each restaurant in 2005 being the dollar amounts set forth on Schedule 6.2); and (iiiv) Charters or Operating Agreementsa certificate, as certified signed by the appropriate Secretary of State within ten the Company, dated the Closing Date: (10A) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries. (iv) attaching copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, of the Company in respect of the transactions contemplated by this Agreement and by all agreements ancillary hereto or entered into in connection herewith; (B) attaching copies of all resolutions adopted by the stockholders of each party authorizing the Company (including by written consent) in respect of the transactions contemplated hereunderby this Agreement; (C) certifying that the copies of resolutions attached thereto pursuant to clauses (A) and (B) above are true, correct and complete copies of such resolutions; (D) certifying that the resolutions, copies of which are attached thereto pursuant to clauses (A) and (B) above, have remained in full force and effect continuously since their adoption, and have not been modified, amended or repealed in any manner; (E) attaching a copy of the certificate of incorporation of the Company, as amended through the Closing Date, certified by an officer the Secretary of State of the State of Delaware; (F) attaching a copy of the bylaws of the Company, as amended through the Closing Date; and (G) certifying that the copies of the Certificate of Incorporation and bylaws attached thereto pursuant to clauses (E) and (F) above are true, complete and correct copies of such documents; (vi) a certificate of good standing of the Company issued by the Secretary of State of the State of Delaware as of the a date of Closing in form reasonably acceptable not more than three days prior to the receiving partyClosing Date; and (vii) the calculation of the Estimated Purchase Price, made and delivered pursuant to Section 2.10(b).

Closing Deliveries. (i) At Closing the parties Closing, each of the Sellers and the Buyer in order to vest in the Buyer full title to the Quotas shall sign before the Notary Public appointed the Buyer the short form transfer deed attached to this Agreement as Exhibit D; (ii) At the Closing, the Sellers will deliver or cause to be delivered to Buyer the following items: (A) the employment agreements of (i) Xxxxxx Xxxxxxx and (ii) Xxxxxxxxxx Xxxxxxxx, each in form and substance reasonably satisfactory to Xxxxx and Xxxxxx Xxxxxxx or Xxxxxxxxxx Xxxxxxxx, as applicable (collectively, the other parties:“Employment Agreements”), duly executed by Xxxxxx Xxxxxxx and Xxxxxxxxxx Xxxxxxxx, as applicable and Open Technologies SRL; (aB) ACS2 will deliver the consulting agreement between Studio Nassini & Associati and Company in form and substance reasonably satisfactory to the LLC stock certificates evidencing all Advanced StockBuyer and Studio Nassini & Associati, as applicable, duly endorsed executed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders.Studio Nassini & Associati and Open Technologies SRL; (bC) Dynamic will deliver to the LLC stock certificates evidencing intellectual property and confidentiality addenda, in form and substance as indicated by Buyer (each, an “Intellectual Property and Confidentiality Agreement”), duly executed by the outstanding R&D Employees of each Opto-Tech Entity and the relevant Opto-Tech Entity; (D) an updated “visura camerale” of Open Technologies S.r.l. confirming full ownership of its corporate capital stock by Company along with copies of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form notarized deeds of which is attached hereto as Exhibit 6.14(c)transfer of quotas of Open Technologies S.r.l. The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver Sellers to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counselCompany, in form and substance reasonably acceptable satisfactory to the receiving party(ies).Buyer; (hE) Each party shall deliver such customary certificates updated “visure camerali” of its officers each of Opto 3 S.r.l., T-LED S.r.l., ACIES S.r.l. and such other customary closing documentation Q-TECH S.r.l. confirming the transfer of the quotas in the same entities previously owned by Company along with copies of the underlying transfer deeds, each in form and substance reasonably satisfactory to Buyer; (F) declarations, in form and substance reasonably satisfactory to Buyer, dated as may be reasonably requested of June 26, 2018 and signed by the other partieslegal representatives of each of Opto 3 S.r.l., including without limitation: T-LED S.r.l., ACIES S.r.l. and Q-TECH S.r.l. certifying (i) Certificates of Existence that these entities do not own any assets used in the Business and (ii) that any assets previously owned by such entities and used in the Business has been duly transferred, with no restrictions whatsoever, to Company and/or "Good Standing" regarding Open Technologies S.r.l. prior to the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of ClosingClosing Date; (iiG) Incumbency Certificates certifying declarations, in form and substance reasonably satisfactory to Buyer, dated as of Closing Date and signed by the identity legal representative of Emmeagi S.r.l., stating that Emmeagi S.r.l., as buyer with respect to the quota transfer agreements executed with the Company on June 15, 2018 whereby the Company sold to Emmeagi S.r.l. its equity-holdings in ACIES S.r.l., Opto 3 S.r.l., Q-TECH S.r.l. and T-LED S.r.l., has no any claim whatsoever against the Company with respect to said quota transfer deeds; (H) all of the officers third-party consents and approvals set forth on Section 3.2(c) of the delivering party Disclosure Schedule, in form and substance reasonably satisfactory to Buyer, without payment by or Liability to Company or the Buyer; (I) certificates, in form and substance reasonably satisfactory to Buyer, signed by the legal representative of each Opto-tech Entity, dated as of the Closing Date, identifying the following documents to be delivered therewith the original minute books of each Opto-tech Entity, which shall include the original minutes of all meetings (or consents to action in lieu thereof) of the managers or directors and equityholders of such Opto-tech Entity (or the equivalent documents) through and including the Closing Date. Such minute books, records and other documents shall be complete, accurate, duly signed, sealed as required under the Law and sufficient, to the satisfaction of Buyer and its subsidiariescounsel; (J) resignations and releases effective as of the date therein indicated of the directors of each Opto-tech Entity identified by the Buyer prior to the Closing Date; (K) confirmation that the Existing Related Party Agreements shall be terminated or amended by written instruments reasonably satisfactory in form and substance to Buyer; (L) Documents, in a form satisfactory to Buyer, confirming the release of Opto as guarantor for the Acies S.r.l. liabilities under the “fidejussione omnibus” issued by Opto in favor of UBI-Banca di Xxxxx Xxxxxxxx; and (iii) Charters At the Closing, Buyer will deliver or Operating Agreementscause to be delivered to the Sellers or other designated Person the following items: (A) to Company (for the benefit of the payees thereof), as certified cash by wire transfer of immediately available funds to an account designated by Company, in an amount equal to the portion of the Estimated Transaction Expenses that are Compensation-Related Transaction Expenses, for payment to the payees thereof net of applicable withholding; and (B) to the Sellers, cash by wire transfer of immediately available funds to an account or accounts designated by the appropriate Secretary of State within ten (10) business days of ClosingSellers, and Bylaws, as certified by in an appropriate officer as of Closing, of amount set forth on the delivering party and its subsidiaries. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.Payment Allocation Schedule across from such Seller’s name;

Closing Deliveries. (a) At Closing or prior to the parties will Closing, the Sellers shall deliver or cause to be delivered to Buyer: (i) if the Interests are certificated, an assignment of the Zappa-Tec Interests duly executed by Zappa-Tec and an assignment of the Explortec Interests duly executed by Explortec, in form and substance satisfactory to Buyer; (ii) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers) by Xxxxxxx, for transfer to Buyer in form and substance satisfactory to Buyer; (iii) a certificate executed by the Sellers and the Company certifying the amount of Net Cash; (iv) Xxxxx Xxxxxxxx shall have executed and delivered an employment agreement with Buyer or an Affiliate of Buyer, in form and substance satisfactory to Buyer; (v) Xxx Xxxxxxx shall have executed and delivered an employment agreement with Buyer or an Affiliate of Buyer, in form and substance satisfactory to Buyer; (vi) Cam Fraser shall have executed and delivered an employment agreement with Buyer or an Affiliate of Buyer, in form and substance satisfactory to Buyer; (vii) Xxxx Xxxxxx shall have executed and delivered an employment agreement with Buyer or an Affiliate of Buyer, in form and substance satisfactory to Buyer; (viii) Xxxxxxx shall have executed and delivered a services agreement with Buyer or an Affiliate of Buyer pursuant to which Xxxxxxx will make available the services of Xxxxx Xxxxxxxxx for a period of six (6) months following the Closing, in form and substance satisfactory to Buyer; (ix) Sellers and SSA shall have executed and delivered a first amendment to that certain Post-Closing Cross Indemnification and Adjustment Agreement dated as of October 1, 2017, in form and substance satisfactory to Buyer; (x) the Company and Evonik Corporation shall have executed and delivered a waiver with respect to the termination right set forth in that certain Distributorship Agreement by and between the Company and Evonik Corporation dated as of June 1, 2002, in form and substance satisfactory to Buyer; (xi) copies of all Consents required pursuant to Section 3.2(c) of this Master Purchase Agreement; (xii) the Company and/or SSA shall have obtained from each holder of Closing Debts (as defined below), a pay-off letter in form and substance reasonably satisfactory to Buyer and such other evidence as Buyer may reasonably request to the effect that all such Closing Debts will be satisfied in full and any and all Encumbrances with respect to such Closing Debts will be fully and finally released upon payment of the amounts set forth on Exhibit C attached hereto; (xiii) evidence of dissolution Wynstream, in form and substance satisfactory to Buyer; (xiv) possession or control of all books of account, minute books and other records of the Company then in the possession or control of the Sellers or their representatives (except as may be retained pursuant to Section 6.9); (xv) possession or control of all books of account, minute books, stock record books, and other records of SSA then in the possession or control of Xxxxxxx or its representatives (except as may be retained pursuant to Section 6.9); (xvi) executed resignations, effective as of the Closing Date, of each manager and officer of the Company; (xvii) executed resignations, effective as of the Closing Date, of each officer and director of SSA; (xviii) copies of the Company Organizational Documents, certified by the Manager of the Company to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; a complete list of the managers and officers of the Company, certified by the Manager of the Company to be true and correct as of the Closing Date; and copies of resolutions adopted by the managers and members of the Company authorizing the execution and delivery of this Master Purchase Agreement and the other parties:Transaction Documents to which the Company is a party and the consummation of the Contemplated Transactions, certified by the Manager of the Company to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (axix) ACS2 will deliver copies of the SSA Organizational Documents, certified by a Secretary or Assistant Secretary of SSA to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; a complete list of the officers and directors of SSA, certified by a Secretary or Assistant Secretary of SSA to be true and correct as of the Closing Date; and copies of resolutions adopted by the board of directors and shareholders of SSA authorizing the execution and delivery of this Master Purchase Agreement and the other Transaction Documents to which SSA is a party and the consummation of the Contemplated Transactions, certified by a Secretary or Assistant Secretary of SSA to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (xx) certificates of existence for the Company from the Secretary of State of North Carolina and from the Secretary of State (or other appropriate state official) of each other jurisdiction in which the Company is qualified to do business, in each case dated within ten days prior to the LLC stock Closing Date and a tax clearance certificate from the Secretary of State of the State of North Carolina; (xxi) certificates evidencing all Advanced Stockof existence for SSA from the Secretary of State of North Carolina and from the Secretary of State (or other appropriate state official) of each other jurisdiction in which SSA is qualified to do business, duly endorsed in each case dated within ten days prior to the Closing Date and a tax clearance certificate from the Secretary of State of the State of North Carolina; (xxii) a certificate by ACS2 or with stock powers attached; providedthe Company to the effect that the Company is not, howeverand has not been a United States real property holding corporation and, accordingly, the securities of the Company are not U.S. real property interests, that ACS2 will not be deemed in breach meets the requirements of this Agreement if it fails to obtain the same from its shareholdersTreasury Regulation Section 1.897-2(h)(1); and (xxiii) such other documents as Buyer may reasonably request. (b) Dynamic will deliver At or prior to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party Buyer shall deliver such customary certificates of its officers and such other customary closing documentation as may or cause to be reasonably requested by the other parties, including without limitationdelivered: (i) Certificates The amounts set forth opposite the names of Existence and/or "Good Standing" regarding such individuals and entities listed on Exhibit C (the delivering party and its subsidiaries, certified “Closing Debts”) by wire transfer of immediately available funds to an account specified by such individual or entity in writing no later than three (3) days prior to the appropriate Secretary of State and dated within ten (10) business days of Closing; (ii) Incumbency Certificates certifying The amounts set forth opposite the identity names of such individuals and entities listed on Exhibit D (the officers “Closing Expenses”) by wire transfer of immediately available funds to an account specified by such individual or entity in writing no later than three (3) days prior to the delivering party and its subsidiariesClosing; and (iii) Charters or Operating Agreements, as certified the Closing Payments and Escrow Amount to the Escrow Agent by wire transfer of immediately available funds to an account specified by the appropriate Secretary of State within ten Escrow Agent in writing no later than three (103) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of prior to the delivering party and its subsidiariesClosing (the “Escrow Account”). (ivc) copies Upon the execution of all resolutions and/or unanimous written consent actions adopted by or on behalf this Master Purchase Agreement, Buyer, the Seller Representative and the Escrow Agent will enter into an escrow agreement in the form of Exhibit A attached hereto (the “Escrow Agreement”) and Buyer will deliver the Closing Payment and the Escrow Amount to the Escrow Agent for deposit into the Escrow Account. Except as otherwise set forth in the Escrow Agreement and Section 9.8 of this Master Purchase Agreement, the Escrow Agent shall hold portion of the board Escrow Amount for a period of directors andup to eighteen (18) months following the Closing Date. Buyer and Sellers will share equally the payment of any fees and expenses payable to the Escrow Agent pursuant to the Escrow Agreement. Such fees that are payable by Sellers on the Closing Date shall be included as Closing Expenses and payable by Buyer from the Base Purchase Price pursuant to Section 2.4(b)(i). (d) All of the transactions to be concluded at the Closing shall be deemed concluded simultaneously at 11:59 p.m. (Eastern Standard Time) on the Closing Date. Unless waived, if applicableno transaction or delivery to be concluded at the Closing shall be deemed finally concluded unless and until all such transactions or deliveries are concluded. (e) Buyer’s delivery of the Purchase Price in accordance with the terms and conditions of this Master Purchase Agreement shall, to the extent of the funds so delivered, fully and finally discharge the obligation of Buyer with regard to any payment to the Sellers for the purchase of the Zappa-Tec Interests, the stockholders of each party authorizing Explortec Interests and the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving partyShares.

Closing Deliveries. At Closing (a) On or prior to the parties will Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following in form and substance reasonably satisfactory to (the other parties:“Company Deliverables”): (ai) ACS2 will deliver to the LLC stock certificates evidencing all Advanced Stockthis Agreement, duly endorsed executed by ACS2 or with stock powers attached; providedthe Company; (ii) the Company shall cause the Transfer Agent to issue, howeverin book-entry form the number of Common Shares specified on such Purchaser’s signature page hereto (or, if the Company and such Purchaser shall have agreed, as indicated on such Purchaser’s signature pages hereto, that ACS2 such Purchaser will not be deemed receive Stock Certificates for their Common Shares, then the Company shall instead instruct the Transfer Agent to issue such specified Stock Certificates registered in breach the name of this Agreement if it fails to obtain such Purchaser or as otherwise set forth on the same from its shareholders.Stock Certificate Questionnaire); (biii) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock a legal opinion of Company Counsel, dated as of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic Closing Date and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).)C, executed by such counsel and addressed to the Purchasers; (eiv) Advanced will deliver the cancellation agreements referenced in Section 1.7Registration Rights Agreement, duly executed by the Company (which shall be delivered on the date hereof); provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs.and (fv) Each party will deliver to the other parties a certificate of an officer the Secretary of delivering partythe Company, in the form attached hereto as Exhibit D (the “Secretary’s Certificate”), dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied withthe Closing Date, (iia) each representation, warranty and covenant certifying the resolutions adopted by the Board of such party hereunder is true and correct at the Closing as if made on and as Directors of the ClosingCompany or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Common Shares, (b) certifying the current versions of the Articles of Incorporation and Bylaws, and (iiic) each representation, warranty certifying as to the signatures and covenant authority of such party under persons signing the Merger Agreement is true Transaction Documents and correct at the Closing as if made related documents on and as behalf of the ClosingCompany. (gb) Each party will Purchaser shall deliver an opinion of its legal counsel, in form and substance reasonably acceptable or cause to be delivered to the receiving party(ies). Company, on or prior to the Closing Date, the following (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation:“Purchaser Deliverables”): (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiariesthis Agreement, certified duly executed by the appropriate Secretary of State and dated within ten (10) business days of Closingsuch Purchaser; (ii) Incumbency Certificates certifying the identity of Registration Rights Agreement, duly executed by such Purchaser; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the officers of Company, and the delivering party Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and its subsidiariesB-2, respectively; and (iii) Charters or Operating Agreements, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiaries. (iv) copies of all resolutions and/or unanimous written consent actions adopted its Subscription Amount, in United States dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable wire transfer to the receiving partyCompany in accordance with the Company’s written instructions.

Closing Deliveries. (a) At Closing the parties will Closing, unless waived by Buyer, Sellers and Owner, as applicable, shall deliver or cause to be delivered the following in form and substance reasonably satisfactory to the other partiesBuyer: (ai) ACS2 will deliver a xxxx of sale, assignment and assumption with respect to the LLC stock certificates evidencing all Advanced Stock, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholders. (b) Dynamic will deliver to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (Purchased Assets substantially in the form attached hereto as Exhibit 6.14(d).)B, duly executed by Sellers and Owner, in favor of certain direct or indirect, wholly-owned subsidiaries of Buyer, as designated by Buyer to Seller prior to the Closing Date; (eii) Advanced will deliver an employment agreement, substantially in the cancellation form attached hereto as Exhibit C (the “Physician Employment & Medical Director Agreement”), executed by Owner; (iii) Certificates of Account Status with respect to each Seller, issued by the Texas Comptroller within five (5) business days prior to the Closing Date; (iv) a closing certificate, substantially in the form attached hereto as Exhibit E-1, executed by each Seller, and a certificate, substantially in the form attached hereto as Exhibit E-2, executed by Owner; (v) any approvals or consents required by Section 4.4; (vi) any evidence of payoff of debt required by Section 4.12 (excluding Equipment Indebtedness) of each Seller or Owner or release of liens encumbering any of the Purchased Assets requested by Buyer; (vii) all books and records of Sellers or Owner related to the Purchased Assets; (viii) the Transition Services Agreement, upon terms mutually agreeable to Buyer, Sellers and Owner, executed by Sellers; (ix) assignment and assumption agreements referenced in Section 1.7for each of the Clinic Leases, executed by Sellers and Owner; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARsand (x) such other documents as Buyer may reasonably request. (fb) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of At the Closing, and (iii) each representationunless waived by Sellers, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (h) Each party Buyer shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitationto Sellers: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days of ClosingClosing Cash via wire transfer; (ii) Incumbency Certificates certifying the identity Note, upon terms mutually agreeable to Buyer and Seller, executed by Buyer; (iii) any approvals or consents of any rulemaking authority, person or entity applicable to Buyer required by Section 4.4; (iv) the Physician Employment & Medical Director Agreement, executed by Buyer; (v) the Transition Services Agreement, upon terms mutually agreeable to Buyer, Sellers and Owner, executed by Buyer; (vi) a closing certificate, substantially in the form attached hereto as Exhibit F, executed by Buyer; (vii) assignment and assumption agreements for each of the officers Clinic Leases, executed by Buyer; (viii) Certificates of Account Status with respect to Buyer and NHC (or equivalent documentation applicable to each entity’s jurisdiction of formation), issued by the delivering party and its subsidiariesapplicable jurisdiction of formation within five (5) business days prior to the Closing Date; and (iiiix) Charters or Operating Agreements, such other documents as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiariesSellers may reasonably request. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.

Closing Deliveries. At Closing (a) The purchase and sale of the parties will deliver Shares shall be held on or cause before July 10, 2022 (the “Closing”), subject to be delivered (i) receipt by McMurdo Law Group, LLC (the following “Escrow Agent”) of the stock certificate evidencing the Shares, duly endorsed in blank or accompanied by medallion guaranteed stock power duly executed in blank, or other instruments of transfer in form and substance reasonably satisfactory to Purchaser, and (iii) receipt of the other parties: (a) ACS2 will deliver to the LLC stock certificates evidencing all Advanced Stockexecuted Exhibits, duly endorsed by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain the same from its shareholdersas applicable. (b) Dynamic will At the Closing, Selling Party shall cause the Escrow Agent to deliver to the LLC Purchaser (A) a stock certificates certificate evidencing the outstanding capital Shares, duly endorsed in blank or accompanied by medallion guaranteed stock powers duly executed in blank, or other instruments of transfer in form and substance reasonably satisfactory to Purchaser (B) any documentary evidence of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. due recordation in the Company’s share register of Purchaser’s full and unrestricted title to the Shares, (cC) Advanced, Dynamic this Agreement executed (D) Executive’s resignation as an officer and director and the LLC will each execute appointment of Purchaser as the sole officer and deliver Acceptance and Contribution Contractsdirector, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) A, which Company and Seller represent is in compliance with the Company’s Bylaws, (eE) Advanced will deliver a written waiver of any liability of the cancellation agreements referenced related-party payable, in Section 1.7; providedthe form attached hereto as Exhibit B, however(F) an Assignment of Assets and Assumption of Liabilities Agreement between the Company and its assignee transferring any and all assets used in the Company’s business or in accounts controlled by the Company, that Advanced will not and assumption of any and all related liabilities thereto, in the form attached hereto as Exhibit C, and (G) such other documents as may be deemed in breach of required under applicable law or reasonably requested by Purchaser, including the Company’s EXXXX codes and corporate governance documents, which shall be produced to Purchaser during due diligence under this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARsAgreement. (fc) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of At the Closing, Purchaser shall cause the Escrow Agent to deliver the Purchase Price to Selling Party, and (iii) each representationhis assignees, warranty and covenant by wire transfer of such party under immediately available funds to accounts designated by the Merger Agreement is true and correct at the Closing as if made on and as of the ClosingSelling Party. (gd) Each party will deliver an opinion of its legal counselAt the Closing, in form the Selling Party shall assume liability for any remaining accounts payable and substance reasonably acceptable to accrued expenses and any unpaid sales and income tax, as disclosed on Schedule 3(d), which shall be paid at the receiving party(ies). (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation: (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by the appropriate Secretary of State and dated within ten (10) business days time of Closing; (ii. Payment of those obligations set forth at Schedule 3(d), if any, is a condition precedent to Purchaser’s obligations under this Agreement. Failure to pay those obligations set forth at Schedule 3(d) Incumbency Certificates certifying the identity at Closing constitutes a timely notice by Purchaser under Section 3.1 of the officers of escrow agreement by and between the delivering party and its subsidiaries; and (iii) Charters or Operating Agreements, as certified by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiariesParties. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.

Closing Deliveries. (a) At Closing or prior to the parties will Closing, the Company shall issue, deliver or cause to be delivered to the Purchasers or the Placement Agent, as applicable, the following in form (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) a customary legal opinion from Company Counsel, dated as of the Closing Date, executed by such counsel and substance reasonably satisfactory addressed to the other parties:Purchasers and the Placement Agent; (iii) facsimile copies of the issued and duly executed Shares and Warrants being purchased by such Purchaser at the Closing pursuant to this Agreement; (iv) a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent (the “Transfer Agent Instructions”); (v) the Registration Rights Agreement, duly executed by the Company; and (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, (a) ACS2 will deliver to certifying the LLC stock certificates evidencing all Advanced Stock, resolutions adopted by the Board of Directors or a duly endorsed authorized committee thereof approving the transactions contemplated by ACS2 or with stock powers attached; provided, however, that ACS2 will not be deemed in breach of this Agreement if it fails to obtain and the same from its shareholdersother Transaction Documents and the issuance of the Securities, and (b) certifying the current versions of the certificate of incorporation and bylaws of the Company. (b) Dynamic will deliver At or prior to the LLC stock certificates evidencing the outstanding capital stock of the Dynamic Subsidiaries duly endorsed by Dynamic or with stock powers attached. (c) Advanced, Dynamic and the LLC will each execute and deliver Acceptance and Contribution Contracts, the form of which is attached hereto as Exhibit 6.14(c). The LLC will issue to Dynamic and ACS2 Contribution Consideration as contemplated under Section 1.3. (d) ACS2 and Dynamic will execute and deliver the Operating Agreement regarding their ownership interests in the LLC, (in the form attached hereto as Exhibit 6.14(d).) (e) Advanced will deliver the cancellation agreements referenced in Section 1.7; provided, however, that Advanced will not be deemed in breach of this Agreement if it fails to obtain the same from the individual holders of Advanced Warrants, Advanced Options and Advanced SARs. (f) Each party will deliver to the other parties a certificate of an officer of delivering party, dated as of Closing, certifying that (i) each covenant and obligation of such party hereunder has been complied with, (ii) each representation, warranty and covenant of such party hereunder is true and correct at the Closing as if made on and as of the Closing, and (iii) each representation, warranty and covenant of such party under the Merger Agreement is true and correct at the Closing as if made on and as of the Closing. (g) Each party will Purchaser shall deliver an opinion of its legal counsel, in form and substance reasonably acceptable or cause to be delivered to the receiving party(ies). Company the following (h) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation:“Purchaser Deliverables”): (i) Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiariesthis Agreement, certified duly executed by the appropriate Secretary of State and dated within ten (10) business days of Closingsuch Purchaser; (ii) Incumbency Certificates certifying its Subscription Amount, in United States dollars and in immediately available funds, in the identity of amount indicated below such Purchaser’s name on the officers of applicable signature page hereto under the delivering party and its subsidiariesheading “Aggregate Purchase Price (Subscription Amount)” by wire transfer in accordance with the Company’s written instructions; (iii) the Registration Rights Agreement, duly executed by such Purchaser; and (iiiiv) Charters or Operating Agreements, as certified a fully completed and duly executed Investor Questionnaire in the form provided by the appropriate Secretary of State within ten (10) business days of Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the delivering party and its subsidiariesCompany. (iv) copies of all resolutions and/or unanimous written consent actions adopted by or on behalf of the board of directors and, if applicable, the stockholders of each party authorizing the transactions contemplated hereunder, certified by an officer as of the date of Closing in form reasonably acceptable to the receiving party.